Item 1A. Risk Factors
ITEM
1A. RISK FACTORS
Risk
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. You should
carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future
results. 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
results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Risks
Relating to Our Capital Structure and Nasdaq Listing
We
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.
We
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. Our
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.
As
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
Panel.
If
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; and
●
the number of broker-dealers willing to execute trades
in shares of our common stock.
44
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.