What changed in this filing

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Item 1B. Unresolved Staff Comments

2026-06-05 compared with 2025-04-14 · 82 added, 19 removed, 14 unchanged (88% of the section changed)

Unresolved Staff Comments.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the

information under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

Cybersecurity.

of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business

board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business

partners and employees.

2 unchanged sentences

risk management (“ERM”).

Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts.

In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality,

security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats

and effectively responding to cybersecurity incidents when they occur.

In addition, we regularly review cybersecurity trends and, partially

as a result of our prior cybersecurity exposure, have moved some of our internal servers to off-site locations.

Our cybersecurity

processes and practices are fully integrated into the Company’s ERM efforts.

In general, we seek to address cybersecurity risks

through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that

we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents

when they occur.

In addition, we regularly review cybersecurity trends and, partially as a result of our prior cybersecurity exposure,

have moved some of our internal servers to off-site locations.

Management and Strategy

one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.

Collaborative Approach:

We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents,

while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that

decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

Technical Safeguards :

We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls,

intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through

vulnerability assessments and cybersecurity threat intelligence.

Management oversees cybersecurity risk mitigation and reports to the board of directors

any cybersecurity incidents.

Collaborative

We have implemented a cross-functional approach to identifying, preventing and mitigating

cybersecurity threats and incidents, while also implementing controls and procedures that provide

for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public

disclosure and reporting of such incidents can be made by management in a timely manner.

We deploy technical safeguards that are designed to protect our information systems

from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware

functionality and access controls, which are evaluated and improved through vulnerability assessments

and cybersecurity threat intelligence.

parties also play a role in our cybersecurity.

We engage third-party service providers to conduct evaluations of our security controls,

independent audits or consulting on best practices to address new challenges.

independent audits or consult on best practices to address new challenges.

we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats

2 unchanged sentences

that could have a material adverse effect on us.

ARE NOT CURRENTLY IN COMPLIANCE WITH NASDAQ’S LISTING REQUIREMENTS;

IF WE ARE NOT ABLE TO REGAIN COMPLIANCE WITH THOSE REQUIREMENTS

WITHIN THE TIME PERIODS PERMITTED BY NASDAQ, OUR COMMON STOCK MAY BE DELISTED, WHICH WOULD LIKELY IMPAIR OUR ABILITY TO RAISE CAPITAL

AND COULD CONSTITUTE AN EVENT OF DEFAULT UNDER OUR OUTSTANDING PROMISSORY NOTES.

5, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)

indicating that the Company was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)

for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).

The Nasdaq listing rules require

listed securities to maintain a minimum bid price of $1.00 per share, and, based upon the closing bid price of the Company’s common

stock for the prior 30 consecutive business days, the Company no longer met that requirement.

The Nasdaq rules initially provided the

Company a compliance period of 180 calendar days from the date of the notice (or until May 5, 2025) in which to regain compliance with

the Minimum Bid Price Requirement.

On May 7, 2025, Nasdaq granted the Company an additional 180-day extension (or until November 3, 2025)

to regain compliance with the Minimum Bid Price Requirement.

On October 20, 2025, Nasdaq notified the Company that the Company had regained

compliance with the Minimum Bid Price Requirement, and the matter was closed.

8, 2025, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq’s annual

shareholder meeting requirement as set forth in Listing Rules 5620(a) and 5810(c)(2)(G) (the “Annual Shareholder Meeting Requirement”).

The Nasdaq listing rules require the Company to have an annual meeting of shareholders within twelve months of the end of the Company’s

fiscal year end, and the Company has not had an annual meeting within twelve months of the Company’s 2023 fiscal year end as required.

The Nasdaq rules provided the Company 45 calendar days to submit a plan to regain compliance with the Annual Shareholder Meeting Requirement.

The Company submitted such plan as required, and on February 27, 2025, Nasdaq provided the Company an extension of until June 3, 2025,

to regain compliance with the Annual Shareholder Meeting Requirement.

On April 30, 2025, the Company held its annual meeting of shareholders,

and the Company regained compliance with the Annual Shareholder Meeting Requirement.

17, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)

because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

That rule requires

listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

Under Nasdaq rules, the Company

has 60 calendar days from receipt of the notice to submit a plan to regain compliance.

If Nasdaq accepts the Company’s plan, then

Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to regain compliance.

26, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)

because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

That rule requires

listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

Under Nasdaq rules, the Company

has 60 calendar days from receipt of the notice to submit a plan to regain compliance.

If Nasdaq accepts the Company’s plan, then

Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 16, 2026, to regain compliance.

Company intends to submit a plan to Nasdaq regarding regaining compliance with Nasdaq’s rules.

However, there can be no assurance

that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any

extension period granted by Nasdaq.

If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to

appeal that decision to a Nasdaq hearings panel.

Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the

liquidity and market price of the Company’s common stock;

(ii) reducing the number of investors willing to hold or acquire the

Company’s common stock, which could negatively impact the Company’s ability to raise equity financing;

(iii) limiting the

Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company

from accessing the public capital markets;

and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Additionally, delisting of the Company’s common stock from the Nasdaq Capital Market could constitute an event of default under

its outstanding convertible promissory notes, resulting in those notes becoming immediately due and payable, and resulting in default

penalties being applied to those notes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments