Risk Factors.
−Removed: There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: For a discussion of risks that affect the Company’s business, please refer to Part I, Item IA, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: In addition to the other information set forth in this Quarterly Report on Form 10-Q, please carefully consider the factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: The risks described are not the only risks facing us.
−Removed: Additional risks and uncertainties are not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, and/or operating results.
+Added: Except for the additional risk factor set forth below, there have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025.
+Added: For a discussion of risks that affect the Company’s business, please refer to Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
+Added: In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the additional risk factor described below, please carefully consider the factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
+Added: The risks described therein and below are not the only risks facing us.
+Added: Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, and results of operations.
+Added: We are not in compliance with the requirements for continued listing on The Nasdaq Capital Market.
+Added: Our common stock is subject to delisting, which would decrease the liquidity of our common stock and our ability to raise additional capital.
+Added: We are required to meet specified requirements to maintain our listing on The Nasdaq Capital Market, including a minimum bid price of $1.00 per share for our common stock and standards relative to minimum stockholders’ equity, minimum market value of publicly held shares and various additional requirements.
+Added: As previously disclosed, on October 2, 2025 we received notice from the Staff of Nasdaq that we were not in compliance with the Minimum Bid Price Requirement.
+Added: We did not regain compliance during the initial 180-day period ended March 31, 2026, and on April 1, 2026 the Staff granted us a second 180-day compliance period, or until September 28, 2026, under Nasdaq Listing Rule 5810(c)(3)(A).
+Added: Separately, on June 29, 2026 we received notice that our Market Value of Listed Securities was below the $35 million minimum required under Nasdaq Listing Rule 5550(b)(2), the MVLS Requirement, and under Nasdaq Listing Rule 5810(c)(3)(C) we have until December 28, 2026, to regain such compliance.
+Added: As of the date of this report, we have not regained compliance with either requirement.
+Added: There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement or the MVLS Requirement within the applicable compliance periods, or that we will otherwise satisfy the Nasdaq continued listing standards.
+Added: We continue to actively monitor our performance with respect to the listing standards and will consider available options to resolve any deficiency and maintain compliance with the Nasdaq rules.
+Added: Actions we may take to regain compliance, such as effecting a reverse stock split, may not be successful or may not result in a sustained increase in our stock price or MVLS.
+Added: If we do not regain compliance, Nasdaq will notify us that our securities are subject to delisting, at which point we may appeal to a Nasdaq Hearings Panel;
+Added: a hearing request would generally stay any delisting action pending the Panel’s decision, but there is no assurance the Panel would grant continued listing.
+Added: A delisting would likely reduce the liquidity and market price of our common stock, cause us to trade in the over-the-counter market, potentially subject our common stock to “penny stock” rules, impair our ability to raise capital, and reduce analyst coverage and institutional interest, any of which could have a material adverse effect on us.
Unregistered Sales of Equity Securities and Use of Proceeds.
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