What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-07-13 compared with 2021-04-12 · 31 added, 13 removed, 5 unchanged (90% of the section changed)

Except as set forth below, there are no material changes related to risk factors from the risk factors described in Item 1A “Risk Factors” in Part I of our 2020 Annual Report.

We may fail to qualify for continued listing on NASDAQ which could make it more difficult for investors to sell their shares.

Our common stock trades on the Nasdaq Capital Market.

To maintain that listing, we must satisfy the continued listing requirements of Nasdaq for inclusion in the Nasdaq Capital Market.

On January 19, 2021, we received a notice from The Nasdaq Stock Market indicating that we do not meet the minimum of $2,500,000 in stockholders’ equity required by Listing Rule 5550(b)(1) for continued listing.

We also do not meet the alternatives of market value of listed securities or net income from continuing operations.

On February 5, 2021, we submitted a plan to regain compliance to The Nasdaq Stock Market.

Under the listing rule, if the plan is accepted by The Nasdaq Stock Market, an extension of up to 180 calendar days from January 19, 2021 will be granted.

A representative of The Nasdaq Stock Market advised us in late February, that they would not make a decision on whether to accept our compliance plan until after we file this quarterly report.

If The Nasdaq Stock Market does not accept our plan, we will have the opportunity to appeal that decision to a Hearings Panel.

Even though we intend to regain compliance with the Rule, there can be no assurance that our plan will be accepted or that we will be able to implement our intention, regain and maintain compliance with the continued listing requirements or that our common stock will not be delisted from Nasdaq in the future.

If our common stock is delisted by Nasdaq, we expect prices for our common stock to be quoted on one of the OTC Markets or the OTC Bulletin Board.

Under such circumstances, stockholders may find it more difficult to sell, or to obtain accurate quotations, for our common stock, and our common stock would become substantially less attractive to certain purchasers such as financial institutions, hedge funds and other similar investors.

There is no assurance, however, that prices for our common stock would be quoted on one of these other trading systems or that an active trading market for our common stock would thereafter exist, which would materially and adversely impact the market value of our common stock and your ability to sell our common stock.

The market prices and trading volume of common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our securities to incur substantial losses.

The market prices and trading volume of our shares of common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our common stock to incur substantial losses.

For example, during 2021 to date, the market price of our common stock has fluctuated from a low of $3.07 per share on April 20, 2021 to a high of $25.83 on June 8, 2021.

During 2021 to date, daily trading volume ranged from approximately 20,321 to 159,231,500 shares.

We believe that the recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last.

Under the circumstances, we caution you against investing in our common stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Extreme fluctuations in the market price of our common stock may be the result of strong and substantially increased retail investor interest, including on social media and online forums.

The market volatility and trading patterns we have experienced create several risks for investors, including the following:

the market price of our common stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

factors in the public trading market for our common stock include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors;

our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from those seen prior to recent volatility, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or prospects, purchasers of our common stock could incur substantial losses if there are declines in market prices driven by a return to earlier valuations;

to the extent volatility in our common stock is caused, as has widely been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated;

if the market price of our common stock declines, you may be unable to resell your shares at or above the price at which you acquired them.

We cannot assure you that the equity issuance of our common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.

We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us.

Accordingly, the market price of our shares of common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business.

Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock, including:

overall performance of the equity markets and the economy as a whole;

changes in the financial projections we may provide to the public or our failure to meet these projections;

in our growth rate relative to that of our competitors;

changes in the anticipated future size or growth rate of our addressable markets;

announcements of new products and services, technological updates or enhancements, or of acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments, by us or by our competitors;

additions or departures of board members, management or key personnel;

failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

rumors and market speculation involving us or other companies in our industry;

research or reports that securities analysts or others publish about us or our business;

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

lawsuits threatened or filed against us or investigations by governmental authorities;

other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases;

sales of shares of our common stock by us or our stockholders.

Unregistered Sales of Equity Securities and Use of Proceeds

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