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Item 1A. Risk Factors

2024-11-19 compared with 2024-10-11 · 43 added, 51 removed, 13 unchanged (88% of the section changed)

Investing in our common stock involves a high

degree of risk.

Before you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and

Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related

notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes,

as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Readers should carefully review risks described in other documents

we file from time to time with the Securities and Exchange Commission.

We are currently

not in compliance with the Nasdaq continued listing requirements.

If we are unable to regain compliance with Nasdaq’s listing requirements,

our securities could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise

Company received a notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC

(“Nasdaq”) on April 18, 2024 notifying the Company that due to the Company’s failure to timely file its Annual Report

on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the SEC, the Company is not in compliance

with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely

filing of all required periodic reports with the SEC, and the Company subsequently received a notice (the “May Notice”) from

Nasdaq on May 21, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file

its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”, together with the Form 10-K,

the “Delinquent Reports”).

The May Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain

compliance with the Rule.

June 26, 2024, the Company received a letter from Nasdaq indicating that, based on its further review and the plan of compliance submitted

by the Company on June 14, 2024, Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule.

The terms of the exception are as follows:

on or before October 14, 2024, the Company must file the Delinquent Reports, as required by

In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted.

At that time, the Company may appeal Nasdaq’s determination to a hearings panel.

Subsequently,

on August 20, 2024, the Company received a notice (the “August Notice”) from Nasdaq indicating that, because the Company is

delinquent in filing its quarterly report on Form 10-Q for the period ended June 30, 2024, the Company is not in compliance with the Rule.

The Notice also indicates that as a result of this additional delinquency, the Company must submit an update to its original plan to regain

compliance with respect to the filing requirements.

The Company has until September 4, 2024 to submit such update to Nasdaq.

August Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market.

While the Company can provide no assurance to the timing, the Company has submitted a letter to Nasdaq confirming that there has been

no change to its original plan to regain compliance with respect to the filing requirements, and will continue to work diligently to complete

and file its delayed SEC reports.

or before October 14, 2024, we must evidence compliance with the Rule, which requires the timely filing of all required periodic reports

with the SEC.

If we fail to regain compliance with the Rule, or fail to evidence compliance with the Rule by October 14, 2024, we may

be subject to delisting.

In that event, we would have the right to a hearing before a Nasdaq hearings panel, which would stay any suspension

or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the

panel following the hearing.

cannot assure you that we will be able to regain compliance with Nasdaq listing standards.

Our failure to continue to meet these requirements

would result in our common stock being delisted from Nasdaq, and if our common stock is delisted, our warrants will also be delisted.

We and holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq.

Investing in our common stock involves a high degree of risk.

you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and Results of Operations

set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related notes included

in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes, as well as our

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report

on Form 10-K for the fiscal year ended December 31, 2023.

Readers should carefully review risks described in other documents we file from

time to time with the Securities and Exchange Commission.

We are currently not in compliance with the Nasdaq continued

listing requirements.

If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted,

which could affect our common stock’s market price and liquidity and reduce our ability to raise capital.

On November 5, 2024, the Company received a notice in the form of a

letter (“Price Deficiency Letter”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1)

because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 34 consecutive business days

(the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180

calendar days, or until May 5, 2025, to regain compliance with the Minimum Bid Price Requirement.

If at any time before May 5, 2025, the

bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff

will provide written confirmation that the Company has achieved compliance.

In the event the Company does not regain compliance, the Company

may be eligible for additional time.

To qualify for the additional compliance period, the Company will be required to (i) submit, no later

than the expiration date, an on-line Transfer Application, (ii) submit a non-refundable $5,000 application fee, (iii) meet the continued

listing requirement for the market value of its publicly held shares and all other continued listing standards for The Nasdaq Stock Market,

with the exception of the bid price requirement, and (iv) will need to provide written notice of its intention to cure the deficiency

during the second compliance period, by effecting a reverse stock split if necessary.

As part of its review process, the Staff will make

a determination of whether they believe the Company will be able to cure this deficiency.

Should the Staff conclude that the Company will

not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation,

the Staff will provide notice that the Company’s securities will be subject to delisting.

The Nasdaq Price Deficiency Letter has no immediate impact on the listing

of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Global Select Market, subject to the Company’s

compliance with the other continued listing requirements of The Nasdaq Stock Market.

We cannot assure you that we will be able to regain compliance with

Nasdaq listing standards.

Our failure to continue to meet these requirements would result in our common stock being delisted from Nasdaq,

and if our common stock is delisted, our warrants will also be delisted.

We and holders of our securities could be materially adversely

impacted if our securities are delisted from Nasdaq.

In particular:

8 unchanged sentences

we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all.

Unregistered Shares of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities and Use of Proceeds

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