What changed in this filing

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Item 1A. Risk Factors

2023-08-14 compared with 2023-05-15 · 5 added, 49 removed, 6 unchanged (90% of the section changed)

1 unchanged sentence

in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in our 2022 Annual

Report on Form 10-K, filed with the SEC, which are incorporated herein by reference, as well as the additional risk factors set forth

The risks described in such reports are not the only risks facing our Company.

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

We may be required to complete a reverse stock split to regain

compliance with Nasdaq listing rules and we cannot predict the effect that any reverse stock split will have on the market price for shares

of our common stock.

On February 18, 2022, the Company received a deficiency

letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the

last 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement

for continued inclusion in Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

The deficiency

letter does not result in the immediate delisting of the Company’s common stock from Nasdaq.

The Company was initially provided an initial period

of 180 calendar days, or until August 17, 2022, to regain compliance with the Bid Price Rule.

The Company was granted a second 180 calendar

day period, or until February 13, 2023, to regain compliance since it met the continued listing requirement for market value of publicly

held shares and all other initial listing standards required by Nasdaq, except for the minimum bid price requirement.

On November 28, 2022, the Company’s Board

of Directors effected a one-for-thirty (1:30) reverse stock split of the Company’s common stock pursuant to such authority granted

by the Company’s stockholders at the Company’s annual meeting of stockholders completed on August 25, 2022.

On December 13,

2022, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Bid Price Rule 5550(a)(2) as

a result of the closing bid price of the Company’s common stock being at $1.00 per share or greater for the 10 consecutive business

days from November 29, 2022 through December 12, 2022.

Accordingly, the Company is in compliance with the Bid Price Rule and Nasdaq considers

the matter closed.

Nevertheless, we cannot predict or guarantee our

future compliance with the Bid Price Rule and it may become necessary to complete a reverse stock split in order to regain compliance

with the Bid Price Rule.

We cannot predict the effect that a reverse stock split will have on the market price for shares of our common

stock, and the history of similar reverse stock splits for companies in like circumstances has varied.

Some investors may have a negative

view of a reverse stock split.

Even if a reverse stock split has a positive effect on the market price for shares of our common stock,

performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse

factors which may not be in our control could lead to a decrease in the price of our common stock following the reverse stock split.

Furthermore, even if the reverse stock split does

result in an increased market price per share of our common stock, the market price per share following the reverse stock split may not

increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of the reverse

Accordingly, even with an increased market price per share, the total market capitalization of shares of our common stock

after a reverse stock split could be lower than the total market capitalization before the reverse stock split.

Also, even if there is

an initial increase in the market price per share of our common stock after a reverse stock split, the market price many not remain at

If the market price of shares of our common stock

declines following a reverse stock split, the percentage decline as an absolute number and as a percentage of our overall market capitalization

may be greater than would occur in the absence of the reverse stock split due to decreased liquidity in the market for our common stock.

Accordingly, the total market capitalization of our common stock following the reverse stock split could be lower than the total market

capitalization before the reverse stock split.

Report on Form 10-K, filed with the SEC, which are incorporated herein by reference.

The risks described in such reports are not

the only risks facing our Company.

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.

Unregistered Sales of Equity Securities and Use of Proceeds

3 unchanged sentences

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