Item 1A. Risk Factors
Item 1A. Risk Factors
There have been no material
changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the SEC on March 23, 2022 ( our “Annual Report”), except as follows:
The price of our common stock has not met
the requirements for continued listing on the Nasdaq Capital Market. If we fail to maintain or regain compliance with the minimum listing
requirements, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity
of our common stock could be adversely affected if our common stock is delisted.
The continued listing standards of the Nasdaq Capital Market ("Nasdaq")
require, among other things, that the minimum price of a listed company’s stock be at or above $1.00. If the minimum bid price is
below $1.00 for a period of more than 30 consecutive trading days, the listed company will fail to be in compliance with Nasdaq’s
listing rules and, if it does not regain compliance within the grace period, will be subject to delisting. The bid price of our common
stock has recently closed below the minimum $1.00 per share requirement and on June 21, 2022 we received a notification of noncompliance
from Nasdaq. In accordance with Nasdaq’s listing rules, we will be afforded 180 calendar days to regain compliance with the bid
price requirement. In order to regain compliance, the bid price of our common stock must close at a price of at least $1.00 per share
for a minimum of 10 consecutive trading days.
If we fail to regain compliance with the minimum bid price requirement,
or if we fail to meet other continued listing requirements in the future, our common stock will be subject to delisting. Delisting from
Nasdaq could adversely affect our ability to consummate a strategic transaction and raise additional financing through the public or private
sale of equity securities, and would significantly affect the ability of investors to trade our securities and negatively affect the value
and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees
and the loss of institutional investor interest.
Our business involves significant risks. You should carefully consider
the risks and uncertainties described in our Annual Report, together with all of the other information in this Quarterly Report on Form 10-Q,
as well as our audited consolidated financial statements and related notes as included in our Annual Report. The risks and uncertainties
described in our Annual Report and this report are not the only ones we face. Additional risk and uncertainties that we are unaware of
or that we deem immaterial may also become important factors that adversely affect our business. The realization of any of these risks
and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth
and future prospects as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock
could decline and you could lose part or all of your investment.
Item 2. Unregistered Securities Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
There have been no sales of unregistered securities
within the period covered by this report that would be required to be disclosed pursuant to Item 701 of Regulation S-K.
Repurchases of Shares or of Company Equity Securities
None.
Item 3. Default Upon Senior Securities
None
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Item 4. Mine Safety Disclosures.
Not applicable.
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