What changed in this filing

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Item 1A. Risk Factors

2025-08-14 compared with 2025-05-15 · 50 added, 7 removed, 6 unchanged (90% of the section changed)

In addition to the other information set forth

in this report, you should carefully consider the factors set forth in the section entitled “Risk Factors” in our 2024 Annual

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.

in this report, you should carefully consider the factors set forth below and in the section entitled “Risk Factors” in our

2024 Annual 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.

We have in the past been unable to maintain compliance with the

listing requirements of The Nasdaq Capital Market, and any future failure to maintain compliance could subject our common stock to be

delisted from The Nasdaq Capital Market, which could have a material adverse effect on our financial condition and could make it more

difficult for you to sell your shares.

Our common stock is listed on The Nasdaq Capital

Market, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of

publicly-held shares, market value of listed shares, minimum bid price per share, and minimum stockholder's equity, among others, and

requirements relating to board and committee independence.

If we fail to satisfy one or more of the requirements, we may be delisted from

The Nasdaq Capital Market.

During 2024, we were not in compliance with the

requirement to maintain a closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) pursuant to Nasdaq Listing

Rule 5550(a)(2), and we were not in compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing

set forth in Listing Rule 5550(b) (the “Equity Requirement”).

As of the date of this filing, we are in compliance with both

requirements.

With respect to the Equity Requirement, pursuant

to Nasdaq Listing Rule 5815(d)(4)(B), we are subject to a Mandatory Panel Monitor until September 10, 2025.

If, within that monitoring

period, the Staff finds us again out of compliance with the Equity Requirement, notwithstanding Listing Rule 5810(c)(2), we will not

be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant

additional time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance

period pursuant to Listing Rule 5810(c)(3).

With respect to the Minimum Bid Price Requirement,

pursuant to Nasdaq Listing Rule 5815(d)(4)(B), we are subject to a Mandatory Panel Monitor until March 31, 2026.

If, within that monitoring

period, the Staff finds us again out of compliance with the Equity Requirement, notwithstanding Listing Rule 5810(c)(2), we will not be

permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional

time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance period pursuant

to Listing Rule 5810(c)(3).

In addition, with respect to the Minimum Bid Price Requirement, since we completed a reverse split on July

22, 2025, if we fall out of compliance with the Minimum Bid Price Requirement prior to July 22, 2026, we will not be eligible for any

compliance period specified in Listing Rule 5810(c)(3)(A).

In either case described in the preceding two sentences, the Staff will issue

a Delist Determination Letter and we will have an opportunity to request a hearing.

Our common stock may be at that time be delisted from

There can be no assurance that we will continue

to meet the continued listing requirements of The Nasdaq Capital Market and could be subject to delisting at a future time.

from The Nasdaq Capital Market would adversely affect our ability to raise additional financing through the public or private sale of

equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and

liquidity of our common stock.

Delisting also could have other negative results, including the potential loss of employee confidence,

the loss of institutional investors or interest in business development opportunities.

Unregistered Sales of Equity Securities and Use of Proceeds

We have not issued any unregistered securities

during the quarter ended March 31, 2025.

during the quarter ended June 30, 2025.

Defaults Upon Senior Securities

2 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