Item 1A. Risk Factors
Item 1A. Risk Factors
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 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:
·
we may be unable to raise equity capital on acceptable terms or at all;
·
we may lose the confidence of our customers, which would jeopardize our ability to continue our business as currently conducted;
·
the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws;
·
holders may be unable to sell or purchase our securities when they wish to do so;
·
we may become subject to stockholder litigation;
·
we may lose the interest of institutional investors in our common stock;
·
we may lose media and analyst coverage;
·
our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and
·
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.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.