What changed in this filing

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Item 1A. Risk Factors

2025-05-14 compared with 2024-11-14 · 39 added, 12 removed, 0 unchanged (100% of the section changed)

that could cause our actual results to differ materially from those included in this Quarterly Report are any of the risks described

under “ Risk Factors ” in our registration statement on Form S-1 filed with the SEC on October 10, 2023, Amendment No.

1 thereto filed on November 13, 2023 and Amendment No.

2 thereto filed on December 18, 2023, which are incorporated herein by reference.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our registration statement

on Form S-1 filed with the SEC on October 10, 2023, Amendment No.

1 thereto filed on November 13, 2023 and Amendment No.

2 thereto filed

on December 18, 2023, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings

with the SEC.

Factors that could cause our

actual results to differ materially from those included in this Quarterly Report are any of the risks described under “ Risk Factors ”

in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025.

Any of these factors could result in a significant or material

adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report, there have been no material

changes to the risk factors disclosed in our Annual Report on Form 10-KT filed with the SEC on March 25, 2025, except as included below.

We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

We are currently not in compliance with

Nasdaq’s continued listing requirements.

If we are unable to comply with Nasdaq’s continued listing requirements, our common

stock could be delisted, which could affect the price of our common stock and liquidity and reduce our ability to raise capital.

Our common stock is currently

listed on The Nasdaq Capital Market.

The Nasdaq Capital Market has established certain quantitative criteria and qualitative standards

that companies must meet to remain listed for trading on this market.

On April 30, 2025, we received

written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

stating that we are not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the Company has not maintained

a minimum closing bid price of the Company’s common stock of at least $1.00 per share for the 30 consecutive business day

period between March 14, 2025 through April 28, 2025.

The Notice has no immediate effect on the listing or trading of the Company’s

The Company has 180 calendar

days from the date of the Notice, or until October 27, 2025, to regain compliance.

If the Company is not deemed in compliance before the

expiration of the 180 day compliance period, it will be afforded an additional 180 day compliance period, provided that the Company meet

the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing

on The Nasdaq Capital Market (except for the Rule) based on the Company’s most recent public filings and market information and

provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period.

The Company intends to monitor

the bid price of the Company’s listed securities and may, if appropriate, consider available options to regain compliance

with the Rule.

There can be no assurance that the Company will be able to regain compliance with the Rule.

Any delisting of our common

stock could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.

delisting of our common stock could result in the loss of confidence by investors and adversely affect our ability to raise capital on

terms acceptable to us, or at all.

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