What changed in this filing

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Item 1A. Risk Factors

2025-05-14 compared with 2024-11-14 · 6 added, 104 removed, 6 unchanged (95% of the section changed)

Risk Factors.

should carefully consider the factors discussed in Part I, Item 1A., “Risk Factors” in our Annual Report for the fiscal year

ended December 31, 2023, which could materially affect our business, financial position, or future results of operations.

The risks described

in our Annual Report for the fiscal year ended December 31, 2023, are not the only risks we face.

You should carefully consider the factors discussed

in Part I, Item 1A., “Risk Factors” in our Annual Report for the fiscal year ended December 31, 2024, which could materially

affect our business, financial position, or future results of operations.

There have been no material changes from the risk factors previously

disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

described in our Annual Report for the fiscal year ended December 31, 2024, are not the only risks we face.

Additional risks and uncertainties

3 unchanged sentences

filings with the SEC.

The risk factor set forth below supplements and updates the risk factors previously disclosed and should be read

together with the risk factors described in our Annual Report for the fiscal year ended December 31, 2023 and with any risk factors we

may include in subsequent periodic filings with the SEC.

may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates.

the current momentum for continuous glucose monitoring (“CGM”) in the diabetes market, we have announced our decision to

reset our priorities, improve our commercial outlook and refine our business strategy to focus on our implantable CGM technology.

our efforts to focus on CGM not be successful, we will need to further evaluate our business strategy and, as a result, our Board of

Directors may decide that it is in the best interest of our stockholders to dissolve our Company and liquidate our assets or otherwise

modify our strategy in the future.

In this regard, we may, from time to time, focus our product development efforts on different product

candidates or may delay, suspend or terminate the future development of a product candidate at any time for strategic, business, financial

or other reasons.

As a result of changes in our strategy, we have and may in the future change or refocus our existing product development,

commercialization and manufacturing activities.

This could require changes in our facilities and our personnel.

Any product development

changes that we implement may not be successful.

In particular, we may fail to select or capitalize on the most scientifically, clinically

or commercially promising or profitable product candidates.

Our decisions to allocate our research and development, management and financial

resources toward particular product candidates may not lead to the development of viable commercial products and may divert resources

from better opportunities.

Similarly, our decisions to delay or terminate product development programs may also prove to be incorrect

and could cause us to miss valuable opportunities.

failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.

common stock is currently listed for trading on The Nasdaq Stock Market LLC.

We must satisfy the continued listing requirements of Nasdaq,

to maintain the listing of our common stock on The Nasdaq Stock Market LLC.

May 26, 2023, we received notice from the Staff indicating that, based upon the closing bid price of our common stock for the prior 30

consecutive business days, we were not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share

for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

We had 180 days from

May 26, 2023, or through November 22, 2023, to regain compliance with the Bid Price Rule.

November 24, 2023, we received a second letter from Nasdaq notifying the Company that it had been granted an additional 180 calendar

days, or until May 20, 2024 (the “Extended Compliance Period”), to regain compliance with the Minimum Bid Price Requirement

in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

May 21, 2024, we received a third letter from Nasdaq (the “Letter”) notifying us that it had not regained compliance with

the Minimum Bid Price Requirement during the Extended Compliance Period.

The Letter also notified us that our Form 10-Q for the period

ended March 31, 2024, indicates that we no longer meet the $2,500,000 minimum stockholders’ equity requirement for continued listing

set forth under Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”).

Pursuant to Listing Rule

5810(d)(2), the failure to comply with the Minimum Stockholders’ Equity Requirement has become an additional and separate basis

for delisting.

we were under review for failure to meet the Minimum Bid Price Requirement, we were not eligible to submit a plan to regain compliance.

Accordingly, unless we would request an appeal of this determination by May 28, 2024, trading of our common stock would be suspended

at the opening of business on May 30, 2024, and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”).

We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”).

The hearing request would result in a stay of

any suspension or delisting action pending the hearing.

On August 5, 2024, we received the decision of the Panel, and they granted us

an extension to November 18, 2024 to regain compliance with the Minimum Stockholders’ Equity Requirement.

May 17, 2024, in order to regain compliance with the Minimum Bid Price Requirement, we filed a Certificate of Amendment to the Company’s

Certificate of Incorporation with the Secretary of State of the State of Delaware which effected, as of 4:30 p.m.

Eastern Time, on May

17, 2024, a one-for-five Reverse Stock Split of our issued and outstanding shares of Common Stock.

the event that we are unable to regain and sustain compliance with all applicable requirements for continued listing on the Nasdaq, our

Common Stock may be delisted from Nasdaq.

If our Common Stock were delisted from Nasdaq, trading of our common stock would most likely

take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC

Markets Group Inc.

An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our

common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing

over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons.

addition, as a delisted security, our common stock would be subject to SEC rules as a “penny stock,” which impose additional

disclosure requirements on broker-dealers.

The regulations relating to penny stocks, coupled with the typically higher cost per trade

to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of

a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock.

delisting would materially and adversely affect our ability to raise capital on terms acceptable to us, or at all, and may result in

the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the value of

an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including

our ability to attract and retain qualified employees and to raise capital.

rely on third parties to manufacture and supply our product.

do not own or operate manufacturing facilities for clinical or commercial production of Glucotrack CBGM, other than a prototype lab.

We have no experience in medical device manufacturing and lack the resources and the capability to manufacture the Glucotrack CBGM on

a commercial scale.

our manufacturing partners are unable to produce our products in the amounts, timing or pricing that we require, we may not be able to

establish a contract and obtain a sufficient alternative supply from another supplier on a timely basis and in the quantities or pricing

We expect to depend on third-party contract manufacturers for the foreseeable future.

CBGM does, and our future product candidates, if any, likely will require precise, high quality manufacturing.

Any of our contract manufacturers

will be subject to ongoing periodic unannounced inspections by the FDA and other non-U.S.

regulatory authorities to ensure strict compliance

with quality system regulations, including current good manufacturing practices and other applicable government regulations and corresponding

If our contract manufacturers fail to achieve and maintain high manufacturing standards in compliance with quality system

regulations, we may experience manufacturing errors resulting in patient injury or death, product recalls or withdrawals, delays or interruptions

of production or failures in product testing or delivery, delay or prevention of filing or approval of marketing applications for our

products, cost overruns or other problems that could seriously harm our business.

performance failure on the part of our contract manufacturers could delay clinical development or regulatory clearance or approval of

our product candidates or commercialization of our future product candidates, depriving us of potential product revenue and resulting

in additional losses.

In addition, our dependence on a third-party for manufacturing may adversely affect our future profit margins.

Our ability to replace an existing manufacturer may be difficult because the number of potential manufacturers is limited, and the FDA

must approve any replacement manufacturer before it can begin manufacturing our product candidates.

Such approval would require additional

non-clinical testing and compliance inspections.

It may be difficult or impossible for us to identify and engage a replacement manufacturer

on acceptable terms in a timely manner, 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