What changed in this filing

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Item 1A. Risk Factors

2026-08-14 compared with 2026-05-11 · 52 added, 12 removed, 0 unchanged (100% of the section changed)

addition to the other information set forth in this Quarterly Rep ort on Form 10-Q, you should carefully consider the factors discussed

in Part I, “Item 1A.

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the

SEC on March 30, 2026, as the same may be updated from time to time, which could materially affect our business, financial condition or

future results.

The risks described in our Annual Report on Form 10-K may not be the only risks facing us.

Additional risks and uncertainties

not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition

and/or operating results.

As a smaller reporting company, the Company is

not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025, as the same may be updated from time to time.

factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report

on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026 (“Annual Report”).

Except as set

forth below, there have been no material changes in our risk factors from those previously disclosed in our Annual Report.

carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future

The risks described in our Annual Report are not the only risks we face.

Additional risks and uncertainties not currently known

to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating

If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Relating to Our Capital Structure and Nasdaq Listing

are currently listed on The Nasdaq Capital Market.

If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,

our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and

it may be more difficult for our shareholders to sell their securities.

are currently listed on the Nasdaq Capital Market, a national securities exchange.

Nasdaq requires companies desiring to list their common

stock to meet certain listing criteria including total number of shareholders:

minimum stock price, total value of public float, and

in some cases total shareholders’ equity and market capitalization.

Our failure to meet such applicable listing criteria could

prevent us from listing our common stock on Nasdaq.

In the event we are unable to have our shares traded on Nasdaq, our common stock

could potentially trade on the OTCQX or the OTCQB, each of which is generally considered less liquid and more volatile than Nasdaq.

failure to have our shares traded on the Nasdaq could make it more difficult for you to trade our shares, could prevent our common stock

trading on a frequent and liquid basis and could result in the value of our common stock being less than it would be if we were able

to list our shares on Nasdaq.

previously disclosed on a Current Report on Form 8-K filed by us on April 17, 2026, we received a notification from The Nasdaq Stock

Market, LLC (“Nasdaq”) notifying us that we were not in compliance with the minimum bid price requirement set forth in Nasdaq

Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

Specifically, Nasdaq Listing Rule 5550(a)(2) requires listed

securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet

the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

Therefore, in accordance

with Listing Rule 5810(c)(3)(A), we were provided 180 calendar days, or until December 24, 2025, to regain compliance with the Rule.

Subsequently, on December 24, 2025, Nasdaq determined the Company was eligible for an additional 180 calendar days, or until October

12, 2026, to regain compliance with the Rule.

If we fail to regain compliance during the second 180-day period, then Nasdaq will notify

us of its determination to delist our common stock, at which as will have an opportunity to appeal the delisting determination to a Hearings

we are unable to regain compliance with the Nasdaq minimum bid price requirement and Nasdaq delists our common stock and warrants and

we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each

of which could have a material adverse effect on our shareholders:

the liquidity of our common stock;

the market price of our common stock;

our ability to obtain financing for the continuation

of our operations;

the number of investors that will consider investing

in our common stock;

the number of market makers in our common stock;

the availability of information concerning the trading

prices and volume of our common stock;

the number of broker-dealers willing to execute trades

in shares of our common stock.

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-Q

Item 1A. Risk Factors