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Item 1A. Risk Factors

2025-05-13 compared with 2024-11-19 · 56 added, 43 removed, 13 unchanged (88% of the section changed)

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.

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, 2024.

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

May 6, 2025, the Company was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

that the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common

Shares”), from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company’s

request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance

with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).

To regain compliance with such minimum price requirement,

the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

of the listing of the Common Shares from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business

on May 8, 2025.

The transfer is not expected to impact trading in the Common Shares, which will continue to trade on Nasdaq under the

symbol “GURE.”

previously announced, on November 5, 2024, the Staff notified the Company that the bid price for the Common Shares had closed below $1.00

per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum

bid price requirement applicable to The Nasdaq Global Select Market issuers.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company

was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.

listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules.

based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second

180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Common

Shares to The Nasdaq Capital Market.

As noted above, the Staff approved the Company’s transfer application on May 6, 2025.

Company intends to closely monitor the closing bid price for its Common Shares and consider all available options to timely remedy the

bid price deficiency.

If at any time during the Second Compliance Period, the closing bid price of the Common Shares is at least $1.00

per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and

the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period.

If the Company is not

able to demonstrate compliance with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms

of the extension, the Staff will provide written notification to the Company that the Common Shares will be delisted.

At that time, the

Company may appeal the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”).

The Company’s appeal

request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension that

may be granted by the Panel to the Company following the hearing.

Company has provided written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period by effecting

a reverse stock split, if necessary.

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.

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 Sale of Equity Securities and Use of Proceeds

Unregistered Shares 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