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There are no material changes from the risk factors set forth in such prior filing, except as set forth below.
+Added: Our ability to utilize our common stock to finance future capital needs, or for other purposes, is limited by the number of authorized shares of common stock currently available for issuance.
+Added: We have authority to issue a total of 87,500,000 shares of common stock, of which 52,426,282 shares of common stock have been issued and approximately 30,000,000 shares of common stock are reserved for issuance in connection with certain securities issued under our equity incentive plans and other outstanding securities, including stock options and warrants.
+Added: We have historically financed our operations primarily through issuances of equity securities.
+Added: With the limited shares of common stock presently available for issuance, our ability to secure additional financing through the sale of common stock, to the extent needed, is limited.
+Added: Absent an increase in the shares of common stock authorized to be issued under our certificate of incorporation, we will be limited to other financing structures in the event additional financing is required.
+Added: Such alternative structures may be less favorable or unavailable in which case we may be forced to forego opportunities or required to downsize operations due to lack of funding.
If we fail to comply with Nasdaq’s continued minimum closing bid requirements by September 29, 2025 or other requirements for continued listing, including stockholder equity requirements, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
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There can be no assurance that we will be able to regain compliance with Nasdaq’s listing rules.
−Removed: If we are unable to regain compliance with the minimum bid price requirement or if we fail to meet any of the other continued listing requirements, including stockholder equity requirements, our securities may be delisted from Nasdaq, which could reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock.
+Added: If we are unable to regain compliance with the minimum bid price requirement or if we fail to meet any of the other continued listing requirements, including stockholder equity requirements, our securities may be delisted from Nasdaq, which could
+Added: reduce the liquidity of our common stock materially and result in a corresponding material reduction in the price of our common stock.
In addition, delisting could harm our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and business development opportunities.
We are subject to risks associated with proxy contests and other actions of activist stockholders.
−Removed: On February 10, 2025, the Company’s board of directors formed the Special Committee for the purpose of responding to, managing, and otherwise addressing attempts by several stockholders to submit director nomination
−Removed: notices in connection with the Company’s 2025 annual meeting of stockholders.
−Removed: Although several stockholders attempted to submit nomination notices, due to the circumstances of those notices, the Special Committee does not believe that any lawfully and qualifying stockholder nomination notice has been or can at this time be received in connection with the Company’s 2025 annual meeting of stockholders.
−Removed: The Special Committee’s engagement with certain stockholders who had attempted to deliver nomination notices in connection with the Company’s 2025 annual meeting of stockholders remains ongoing.
+Added: On February 10, 2025, the Board formed the Special Committee to review and analyze purported director nominations by certain of our stockholders, and non-stockholders, in connection with our 2025 Annual Meeting, and to manage communications and to negotiate and agree settlements with such purported nominating individuals.
+Added: On May 22, 2025, the Special Committee entered into the Cooperation Agreements, which agreements required, among other things, the appointment of Messrs.
+Added: DiGiandomenico and Basenese to the Board.
+Added: Following the 2025 Annual Meeting, the Special Committee was dissolved.
Any legal challenges or other actions by stockholders could result in costly and time-consuming litigation, interfere with our ability to execute our business plan, give rise to perceived uncertainties as to our future direction, adversely affect our relationships with customers, suppliers, investors, prospective and current team members and others, result in the loss of potential business opportunities, or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results.
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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.