What changed in this filing

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Item 1A. Risk Factors

2023-08-10 compared with 2023-05-11 · 55 added, 60 removed, 71 unchanged (62% of the section changed)

1 unchanged sentence

Risk Factors”

in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023, and

the risk factors discussed in Item 1A of this Form 10-Q, which could materially affect our business, financial condition or future results.

The risks described in the aforementioned report are not the only risks facing the Company.

Additional risks and uncertainties not currently

known to the Company or that it currently deems to be not material also may materially adversely affect the Company’s business,

financial condition and or operating results.

in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023, risk

factors discussed in Item 1A of the Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 11, 2023, and the risk factors

discussed in Item 1A of this Form 10-Q, which could materially affect our business, financial condition or future results.

described in the aforementioned report are not the only risks facing the Company.

Additional risks and uncertainties not currently known

to the Company or that it currently deems to be not material also may materially adversely affect the Company’s business, financial

condition and or operating results.

following are the risk factors that have materially changed from our risk factors included in our Form 10-K for the year ended December

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fluctuations in the price of our common stock, among other factors.

November 2019, we completed a public offering of common stock and warrants to purchase common stock (the “November 2019 Offering”).

November 2019, we completed a public offering of common stock and warrants to purchase common stock (the “November 2019

Gross proceeds from the November 2019 Offering were approximately $6.0 million.

In the November 2019 Offering, the Company sold (i) 10,450,000

Class A Units, with each Class A Unit consisting of one share of common stock and a common stock warrant to purchase one share of common

stock, and (ii) 1,550,000 Class B Units, with each Class B Unit consisting of one pre-funded warrant to purchase one share of a common

stock and one common stock warrant to purchase one share of common stock at a price of $0.50 per Class A Unit and $0.4999 per Class B

The pre-funded warrants were issued in lieu of common stock in order to ensure the purchaser did not exceed certain beneficial

ownership limitations.

The pre-funded warrants were immediately exercisable at an exercise price of $.0001 per share, subject to adjustment.

Additionally, the common stock warrants were immediately exercisable at an exercise price of $0.50 per share and expire on November 17,

In the November 2019 Offering, the

Company sold (i) 614,706 Class A Units, with each Class A Unit consisting of one share of

common stock and a common stock warrant to purchase one share of common stock, and (ii) 91,177 Class B Units, with each Class B

Unit consisting of one pre-funded warrant to purchase one share of common stock and one common stock warrant to purchase one share

of common stock at a price of $8.50 per Class A Unit and $8.4998 per Class B Unit.

The pre-funded warrants were issued in lieu of

common stock in order to ensure the purchaser did not exceed certain beneficial ownership limitations.

The pre-funded warrants were

immediately exercisable at an exercise price of $0.0017 per share, subject to adjustment.

Additionally, the common stock warrants

were immediately exercisable at an exercise price of $8.50 per share and expire on November 17, 2024.

As of June 30,

2023, there were 64,362 common stock warrants outstanding.

account for the common stock warrants as a derivative instrument, and changes in the fair value of the warrants are included under other

income (expense) in the Company’s statements of operations for each reporting period.

On March 31, 2023, the aggregate fair value

On June 30, 2023, the aggregate fair value

of the warrant liability included in the Company’s consolidated balance sheet was approximately $104,000.

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management and directors will be able to exert influence over our affairs.

of March 31, 2023, our executive officers and directors beneficially owned approximately 5.3% of our common stock.

of June 30, 2023, our executive officers and directors beneficially owned approximately 5.6% of our common stock.

These stockholders,

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market price and trading volume of our common stock has been volatile over the past year and it may continue to be volatile.

past year, our common stock has traded as low as $0.30 and as high as $1.34 per share.

We cannot predict the price at which our common

stock will trade in the future and it may decline.

The price at which our common stock trades may fluctuate significantly and may be

influenced by many factors, including our financial results;

developments generally affecting our industry;

general economic, industry

and market conditions;

past year, on a post-reverse stock split basis, our common stock has traded as low as $3.53 and as high as $13.99 per share.

predict the price at which our common stock will trade in the future and it may decline.

The price at which our common stock trades may

fluctuate significantly and may be influenced by many factors, including our financial results;

developments generally affecting our

general economic, industry and market conditions;

the depth and liquidity of the market for our common stock;

investor perceptions of our business;

reports by industry

announcements by other market participants, including, among others, investors, our competitors, and our customers;

action affecting our business;

and the impact of other “Risk Factors” discussed herein and in our Annual Report.

changes in the trading price of our common stock may be inconsistent with our operating results and outlook.

The volatility of the market

price of our common stock may adversely affect investors’ ability to purchase or sell shares of our common stock.

investor perceptions

of our business;

reports by industry analysts;

announcements by other market participants, including, among others, investors, our competitors,

and our customers;

regulatory action affecting our business;

and the impact of other “Risk Factors” discussed herein and

in our Annual Report.

In addition, changes in the trading price of our common stock may be inconsistent with our operating results and

The volatility of the market price of our common stock may adversely affect investors’ ability to purchase or sell shares

of our common stock.

Relating to Our Financial Position and Capital Requirements

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We have incurred losses in most years since our inception.

As of March 31, 2023, we had an accumulated deficit

As of June 30, 2023, we had an accumulated deficit

of $190.8 million.

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capitalization, and maintaining a minimum bid price of $1.00 per share.

June 7, 2022, we received a notice from the Listing Qualifications Department of The NASDAQ Stock Market stating that the bid price of

our common stock for the previous 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing

on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2).

We had a period of 180 calendar days, or until December 5, 2022, to

regain compliance with the rule.

In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we provided written notice to NASDAQ of our intent

to cure the deficiency, including, if necessary, by effecting a reverse stock split and, on December 6, 2022, we received notification

from NASDAQ providing an additional 180-day grace period, until June 5, 2023, to regain compliance with the NASDAQ Marketplace Rule’s

$1.00 minimum bid price requirement.

the event that we do not regain compliance with the Nasdaq Listing Rules prior to the expiration of the compliance period, including

as a result of the reverse stock split, we will receive written notification that our securities are subject to delisting.

At that time,

we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

If we are not able to maintain compliance with the Nasdaq Listing

Rules, our securities may be subject to delisting.

Nasdaq delists our common stock from trading on its exchange and we are not able to list our securities on another national securities

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adverse consequences, including:

a limited availability

of market quotations for our securities;

reduced liquidity for our

a determination that our

common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news

and analyst coverage;

a decreased ability to

issue additional securities or obtain additional financing in the future.

a limited availability of market

quotations for our securities;

reduced liquidity for our securities;

a determination that our common stock is a “penny

stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced

level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities

or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

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activity, then the states can regulate or bar the sale of covered securities in a particular case.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UPON SENIOR SECURITIES

SAFETY DISCLOSURES

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