What changed in this filing

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Item 1A. Risk Factors

2023-08-14 compared with 2023-05-12 · 44 added, 3 removed, 11 unchanged (81% of the section changed)

5 unchanged sentences

projected results, and future prospects.

There have been no material changes in our risk factors from those disclosed in the Form 10-K

for the fiscal year ended September 30, 2022.

Except for the risk factor below, there have been no material changes in our risk factors from

those disclosed in the Form 10-K for the fiscal year ended September 30, 2022.

Because, we are currently

non-compliant with Nasdaq’s minimum bid price requirement, it could result in delisting of our common stock, negatively affect the

price of our common stock and limit investors’ ability to trade in our common stock.

Our common stock is listed

Nasdaq rules impose certain continued listing requirements, including the minimum $1 bid price, corporate governance standards

and number of public stockholders.

On July 31, 2023, we were notified by Nasdaq that we are not compliant with its closing bid price requirement

because the closing bid price of our common stock was below $1.00 per share for 30 consecutive trading days.

We have until January 29,

2024 (the “Deadline Date”) to become compliant.

We have since remained non-compliant with the closing bid price requirement

as our stock price has remained below $1.00 since we received the notice.

We are assessing all options to regain compliance.

At our annual

stockholders’ meeting, which is customarily held in February, we have the option to ask our stockholders to approve a reverse stock

split in an amount that would satisfy Nasdaq listing requirements.

Because the Deadline Date is prior to our expected annual stockholders’

meeting date, we can request an extension of time to obtain stockholder approval for a reverse stock split if we cannot regain compliance

by other means.

In addition to the risk described below that we not receive stockholder approval, reverse splits are often perceived negatively

and announcements of or implementation of a reverse split may cause the market price of our common stock to decline.

If we continue to fail

to meet these continued listing requirements through the Deadline Date (as extended), Nasdaq may delist our common stock.

Reverse splits

require approval by stockholders who hold a majority of our voting power.

Because many of our shares are held in street name and brokers

do not necessarily vote unvoted shares, we may not receive approval of a reverse split.

Additionally, a reverse stock split typically

has the effect of reducing the number of holders of shares in “round lots,” meaning those holding 100 or more shares.

requirement for being listed on Nasdaq is that the Company have a minimum of 300 round lot holders, so if our stock price falls too low,

a reverse split may not be sufficient to solve our Nasdaq non-compliance based on the minimum round lot requirement.

If our common stock

is delisted, we could face significant material adverse consequences, including:

a limited availability of market quotations for our common stock;

reduced liquidity with respect to our common stock;

a determination that our shares of common stock are a “penny

stock” which will require broker-dealers trading in our

common stock to adhere to more stringent rules, including being unable

to solicit buyers for our common stock;

a limited amount of news and analyst coverage for our company;

a limited ability to raise capital in the future.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2023, that were not previously

were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2023, that were not previously

disclosed in a Current Report on Form 8-K.

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