What changed in this filing

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Item 1A. Risk Factors

2024-02-29 compared with 2023-03-01 · 252 added, 280 removed, 550 unchanged (49% of the section changed)

Risk Factors.

Investing in our common stock is

Investing in our common stock

In addition to the other information contained in this Annual Report on Form 10-K, you should consider carefully the following

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our inception and will continue to incur substantial operating losses for the foreseeable future.

Since our inception, we have been

engaged primarily in the research and development of our electro-optic polymer materials technologies and potential products.

Since our inception, we have

been engaged primarily in the research and development of our electro-optic polymer materials technologies and products.

of these activities, we incurred significant losses and experienced negative cash flow since our inception.

We incurred a net loss of

$17,230,480 for the year ended December 31, 2022, $18,631,381 for the year ended December 31, 2021 and $6,715,564 for the year ended December

We incurred a net loss

of $21,038,032 for the year ended December 31, 2023, $17,230,480 for the year ended December 31, 2022, and $18,631,381 for the year

ended December 31, 2021.

We anticipate that we will continue to incur operating losses through at least 2024.

We may not be able to generate significant

revenue either through customer contracts for our potential products or technologies or through development contracts from the U.S.

or government subcontractors.

We expect to continue to make significant operating and capital expenditures for research and development

and to improve and expand production, sales, marketing and administrative systems and processes.

As a result, we will need to generate

significant revenue to achieve profitability.

We may not be able to generate

significant revenue either through customer contracts for our existing or future products or technologies or through development contracts

from the U.S.

government or government subcontractors.

We expect to continue to make significant operating and capital expenditures for

research and development and to improve and expand production, sales, marketing and administrative systems and processes.

we will need to generate significant revenue to achieve profitability.

We cannot assure you that we will ever achieve profitability.

We are subject to the risks frequently experienced by early-stage companies.

The likelihood of our success must

be considered in light of the risks frequently encountered by early stage companies, especially those formed to develop and market new

technologies.

The likelihood of our success

must be considered in light of the risks frequently encountered by early-stage companies, especially those formed to develop and market

new technologies.

These risks include our potential inability to:

Establish product sales and marketing capabilities;

Establish and maintain markets for our potential products;

Establish significant product sales and marketing capabilities;

Establish and maintain significant markets for our products and future products;

Identify, attract, retain and motivate qualified personnel;

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Additionally, growth arising

from the expected synergies from future acquisitions will require effective planning and management.

from expected synergies from any future acquisitions will require effective planning and management.

Future expansion will be expensive

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Based on our current operating plan and budgeted cash requirements,

we believe that we have sufficient funds to finance our operations through April 2024;

we believe that we have sufficient funds to finance our operations through July 2025;

however, we will need to obtain additional future

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financing sooner than we expect.

Other than with respect to (i) the purchase agreement for $33 million

we entered into with Lincoln Park Capital Fund, LLC (“ Lincoln Park ”) on October 4, 2021 (the “ 2021 Purchase

Agreement ”);

(ii) the purchase agreement for up to $30 million we entered into with Lincoln Park on February 28, 2023

(the " 2023 Purchase Agreement ”);

and (iii) the sales agreement for up to $35 million we entered into with Roth

Capital Partners, LLC (“ Roth Capital ”) on December 9, 2022 (the “ Roth Sales Agreement ”) ;

we have no plans or arrangements with respect to the possible acquisition of additional financing, and such financing may be unavailable

when we need it or may not be available on acceptable terms.

We currently have a remaining amount of $2,126,557 million that is available

to our Company pursuant to the 2021 Purchase Agreement with Lincoln Park, $30 million that is available to our Company pursuant to the

2023 Purchase Agreement with Lincoln Park, and $35 million that is available to our Company pursuant to the Roth Sales Agreement with

Roth Capital.

Our forecast of the period of time

through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and

uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this Annual

Report on Form 10-K.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources

sooner than we currently expect.

Other than with respect to (i) the purchase agreement for up to $30 million we entered into with Lincoln

Park on February 28, 2023 (the " 2023 Purchase Agreement ”);

and (ii) the sales agreement for up to $35 million we entered

into with Roth Capital Partners, LLC (“ Roth Capital ”) on December 9, 2022 (the

“ Roth Sales Agreement ”) ;

we have no plans or arrangements with respect

to the possible acquisition of additional financing, and such financing may be unavailable when we need it or may not be available on

acceptable terms.

We currently have a remaining amount of $10.5 million that is available to our Company pursuant to the 2023 Purchase

Agreement with Lincoln Park, and $33.4 million that is available to our Company pursuant to the Roth Sales Agreement with Roth Capital.

Our forecast of the period of

time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks

and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this

Annual Report on Form 10-K.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital

resources sooner than we currently expect.

Additional financing may not be

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Our plan to develop relationships with strategic partners may not be

Part of our business strategy is

to maintain and develop strategic relationships with private firms, such as packaging companies and silicone based foundries, and to a

lesser extent, government agencies and academic institutions, to conduct research and development and testing of our products and technologies.

Part of our business strategy

is to maintain and develop strategic relationships with private firms, such as packaging companies and silicone-based foundries, and to

a lesser extent, government agencies and academic institutions, to conduct research and development and testing of our products and technologies.

For these efforts to be successful, we must identify partners whose competencies complement ours.

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in data communications and telecommunications markets and are exploring other applications that include automotive/LIDAR, sensing, displays

Our ability to generate revenues depends significantly on the extent to which potential customers and other potential industry partners

develop, promote and sell systems that incorporate our products, which, of course, we cannot control.

Any failure by potential customers

and other potential industry partners to successfully develop and market systems that incorporate our products could adversely affect

The extent to which potential customers and other industry partners develop, promote and sell systems incorporating our products

is based on a number of factors that are largely beyond our ability to control.

Our ability to generate significant revenues depends significantly on the extent to which potential customers and other potential

industry partners develop, promote and sell systems that incorporate our products, which, of course, we cannot control.

Any failure by

potential customers and other potential industry partners to successfully develop and market systems that incorporate our products could

adversely affect our sales.

The extent to which potential customers and other industry partners develop, promote and sell systems incorporating

our products is based on a number of factors that are largely beyond our ability to control.

We may participate in joint ventures that expose us to operational and

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of optical devices, modules, sub-systems and systems that we will develop or potentially out-license to electro-optic device manufacturers.

All of our potential products are still in the development stage, and we do not know when a market for these products will develop, if

Most of our products are still in the development stage, and we do not know when a market for these products will develop, if at all.

Our success depends, in part, upon our ability to gain market acceptance of our products.

To be accepted, our products must meet

the technical and performance requirements of our potential customers.

OEMs, suppliers or government agencies may not accept polymer-based

In addition, even if we achieve some degree of market acceptance for our potential products in one industry, we may not achieve

market acceptance in other industries for which we are developing products.

Achieving market acceptance for

our products will require marketing efforts and the expenditure of financial and other resources to create product awareness and demand

To be accepted, our products must meet the technical

and performance requirements of our potential customers.

OEMs, suppliers or government agencies may not accept polymer-based products.

In addition, even if we achieve some degree of market acceptance for our products in one industry, we may not achieve market acceptance

in other industries for which we are developing products.

Achieving widespread market acceptance

for our products will require marketing efforts and the expenditure of financial and other resources to create product awareness and demand

by customers.

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which may cause us to expend resources without an acceptable financial return and which makes it difficult to plan our expenses and forecast

Many of our products will have long

sales cycles that involve numerous steps, including initial customer contacts, specification writing, engineering design, prototype fabrication,

pilot testing, regulatory approvals (if needed), sales and marketing and commercial manufacture.

During this time, we may expend substantial

financial resources and management time and effort without any assurance that product sales will result.

The anticipated long sales cycle

for some of our products makes it difficult to predict the quarter in which sales may occur.

Delays in sales may cause us to expend resources

without an acceptable financial return and make it difficult to plan expenses and forecast revenues.

Many of our products will have

long sales cycles that involve numerous steps, including initial customer contacts, specification writing, engineering design, prototype

fabrication, pilot testing, regulatory approvals (if needed), sales and marketing and commercial manufacture.

During this time, we may

expend substantial financial resources and management time and effort without any assurance that product sales will result.

The anticipated

long sales cycle for some of our products makes it difficult to predict the quarter in which sales may occur.

Delays in sales may cause

us to expend resources without an acceptable financial return and make it difficult to plan expenses and forecast revenues.

Successful commercialization of our current and future products will

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which historically has not accepted polymer modulators.

One of our significant target markets

is the telecommunications market, which demands high reliability optical components.

Historically, polymer modulators have not been accepted

into this market even though polymer modulators have achieved Telcordia™ based specifications.

It is clear that the telecommunications

market is demanding higher and higher data rates for its optical components, and may again decide that polymer based modulators are not

suitable even if higher data rates, high reliability, and low power consumption are demonstrated.

One of our significant target

markets is the telecommunications market, which demands high reliability optical components.

Historically, polymer modulators have not

been accepted into this market even though polymer modulators have achieved Telcordia™ based specifications.

It is clear that the

telecommunications market is demanding higher and higher data rates for its optical components, and may again decide that polymer based

modulators are not suitable even if higher data rates, high reliability, and low power consumption are demonstrated.

Another of our significant target markets is the

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400Gbps before ours .

Customers may then be less willing to purchase new technology such as ours or invest in new technology development

such as ours for next generation systems.

Customers may then be less willing to purchase new technology such as ours

or invest in new technology development such as ours for next generation systems.

Our inability to successfully acquire and integrate

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time and resources from other matters, which could harm our business, financial condition and operating results.

Our operations and financial results could be adversely

impacted by the COVID-19 pandemic, which has at times negatively impacted our stock price and could curtail our ability to raise necessary

funds in the near-term on terms that are acceptable to us, and may negatively impact our business, results of operations, particularly

with respect to our research and development, and financial position.

COVID-19 pandemic continues to have a significant impact around the world, prompting governments and businesses to take certain measures

in response, such as the imposition of travel restrictions, temporary closures of businesses, quarantine and shelter-in-place orders,

and adoption of remote working.

While the extent of the impact of the COVID-19 pandemic on our business and financial results remains

uncertain, a continued and prolonged public health crisis such as the COVID-19 pandemic would have a negative impact on our business,

results of operations, particularly with respect to our research and development, and financial condition.

The COVID-19 pandemic has resulted

in significant volatility and substantial declines in the stock markets, which has negatively impacted our stock price at times which

in turn has negatively impacted our ability to raise significant funds in during those times on terms that are acceptable to us.

unknown the potential impact in the long-term in the event of a prolonged disruption or recession.

In addition, the COVID-19 pandemic

could impact the conduct of our research and development due to the slowdown or stoppage of modulator and materials development at our

laboratory facility.

Given the dynamic nature of these circumstances, the duration of any business disruption or potential impact of the

COVID-19 pandemic to our business is difficult to predict.

The extent to which the COVID-19 pandemic will

adversely impact our business, financial condition and results of operations is highly uncertain and cannot be predicted.

The COVID-19 pandemic has created

significant worldwide uncertainty, volatility and economic disruption.

The extent to which COVID-19 will adversely impact our business,

financial condition and results of operations is dependent upon numerous factors, many of which are highly uncertain, rapidly changing

and uncontrollable.

These factors include, but are not limited to:

(i) the duration and scope of the pandemic;

(ii) governmental, business

and individual actions that have been and continue to be taken in response to the pandemic, including travel restrictions, quarantines,

social distancing, work-from-home and shelter-in-place orders and shut-downs;

(iii) the impact on U.S.

and global economies and the timing

and rate of economic recovery;

(iv) potential adverse effects on the financial markets and access to capital;

(v) potential goodwill or

other impairment charges;

(vi) increased cybersecurity risks as a result of pervasive remote working conditions;

(vii) our ability to

effectively carry out our operations due to any adverse impacts on the health and safety of our employees and their families;

the ability of our collaborative partners to timely satisfy their collaborative obligations to us.

Public health emergencies or outbreaks of epidemics,

pandemics, or contagious diseases have disrupted, and could in the future disrupt, our operations and materially and adversely affect

our business, financial condition, and results of operations.

public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, have had, and could

in the future have, a material adverse effect on our business, financial condition, and results of operations.

The full extent to which

a global health crisis may impact our business and operating results would depend on future developments that are highly uncertain and

cannot be accurately predicted, including new medical and other information that may emerge as a result and the actions by governmental

entities or others to contain it or treat its impact.

of a severe health crisis could pose the risk that we or our employees, suppliers, customers and others may be restricted or prevented

from conducting, or adversely modify, our business activities for indefinite or intermittent periods of time, including as a result of

employee health and safety concerns, shutdowns, shelter in place orders, travel restrictions and other actions and restrictions that may

be prudent or required by governmental authorities.

A global health crisis could also impact our customers’ purchasing behavior

or decisions, including reduced demand for our products that could continue for an extended period of time.

all of the foregoing in jurisdictions where we or our customers, suppliers, or operations are located have had and could in the future

have a material adverse effect on our business, results of operations, cash flows, and financial condition.

In addition, fluctuations

in demand and other implications associated with public health emergencies have resulted in, and could in the future result in, certain

supply chain constraints and challenges.

We may incur debt in the future that might be secured

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We currently have no debt to service.

If we incur debt

in the future, we may be required to secure the debt with our intellectual property, including all of our patents and patents pending.

In the event we default on the debt, we could incur the loss of all of our intellectual property, which would materially and adversely

affect our Company and cause you to lose your entire investment in our Company.

If we incur debt in the future, we may be required to secure the debt with our intellectual property, including all of our patents and

patents pending.

In the event we default on the debt, we could incur the loss of all of our intellectual property, which would materially

and adversely affect our Company and cause you to lose your entire investment in our Company.

Our failure to compete successfully could harm our business.

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As a result, these competitors may:

succeed in developing products that are equal to or superior to our potential products or that will achieve greater market acceptance than our potential products;

succeed in developing products that are equal to or superior to our products and future products or that will achieve greater market acceptance than our products and future products;

devote greater resources to developing, marketing or selling their products;

respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies or potential products obsolete;

introduce products that make the continued development of our potential products uneconomical;

obtain patents that block or otherwise inhibit our ability to develop and commercialize our potential products;

respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our technologies or products obsolete;

introduce products that make the continued development of our products and future products uneconomical;

obtain patents that block or otherwise inhibit our ability to develop and commercialize our products and future products;

withstand price competition more successfully than we can;

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We may be unable to obtain effective intellectual

property protection for our potential products and technology.

Our intellectual property, or any

intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.

property protection for our products and technology.

Our intellectual property, or

any intellectual property that we have or may acquire, license or develop in the future, may not provide meaningful competitive advantages.

Our patents and patent applications, including those we license, may be challenged by competitors, and the rights granted under such patents

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We may be subject to patent infringement claims,

which could result in substantial costs and liability and prevent us from commercializing our potential products.

which could result in substantial costs and liability and prevent us from selling our products.

Third parties may claim that our

potential products or related technologies infringe their patents.

Any patent infringement claims brought against us may cause us to incur

significant expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted

against us, require us to pay substantial damages.

In addition, as a result of a patent infringement suit, we may be forced to stop or

delay developing, manufacturing or selling potential products that are claimed to infringe a patent covering a third party’s intellectual

property unless that party grants us rights to use its intellectual property.

We may be unable to obtain these rights on terms acceptable

to us, if at all.

Even if we are able to obtain rights to a third party’s patented intellectual property, these rights may be non-exclusive,

and therefore our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to commercialize our potential

products or may have to cease some of our business operations as a result of patent infringement claims, which could severely harm our

If our potential products infringe

the intellectual property rights of others, we may be required to indemnify customers for any damages they suffer.

Third parties may assert

infringement claims against our current or potential customers.

These claims may require us to initiate or defend protracted and costly

litigation on behalf of customers, regardless of the merits of these claims.

If any of these claims succeed, we may be forced to pay damages

on behalf of these customers or may be required to obtain licenses for the products they use.

If we cannot obtain all necessary licenses

on commercially reasonable terms, we may be unable to continue selling such products.

products or related technologies infringe their patents.

Any patent infringement claims brought against us may cause us to incur significant

expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted against

us, require us to pay substantial damages.

In addition, as a result of a patent infringement suit, we may be forced to stop or delay developing,

manufacturing or selling products that are claimed to infringe a patent covering a third party’s intellectual property unless that

party grants us rights to use its intellectual property.

We may be unable to obtain these rights on terms acceptable to us, if at all.

Even if we are able to obtain rights to a third party’s patented intellectual property, these rights may be non-exclusive, and therefore

our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to sell our products or may have to

cease some of our business operations as a result of patent infringement claims, which could severely harm our business.

If our products infringe the intellectual

property rights of others, we may be required to indemnify customers for any damages they suffer.

Third parties may assert infringement

claims against our current or potential customers.

These claims may require us to initiate or defend protracted and costly litigation

on behalf of customers, regardless of the merits of these claims.

If any of these claims succeed, we may be forced to pay damages on behalf

of these customers or may be required to obtain licenses for the products they use.

If we cannot obtain all necessary licenses on commercially

reasonable terms, we may be unable to continue selling such products.

Our technology may be subject to government rights.

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inability to attract and retain additional personnel, could impair our ability to attain our business objectives.

Our future success depends to a

significant extent on the continued service of our key management personnel, particularly Dr.

Our future success depends to

a significant extent on the continued service of our key management personnel, particularly Dr.

Michael Lebby, our Chief Executive Officer

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Accordingly, the loss of the

services of either of these persons would adversely affect our business and our ability to timely commercialize our products, and impede

the attainment of our business objectives.

services of either of these persons would adversely affect our business and our ability to continue to commercialize our products, and

impede the attainment of our business objectives.

Our future success will also depend

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processes, our operating results would be harmed.

The manufacture of our potential

products is a multi-stage process that requires the use of high-quality materials and advanced manufacturing technologies.

The manufacture of our products

is a multi-stage process that requires the use of high-quality materials and advanced manufacturing technologies.

Also, polymer-related

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or to maintain stringent quality controls, or if contamination problems arise, our operating results would be harmed.

The complexity of our anticipated products may

lead to errors, defects and bugs, which could result in the necessity to redesign products and could negatively, impact our reputation

with customers.

The complexity of our products may lead to errors,

defects and bugs, which could result in the necessity to redesign products and could negatively, impact our reputation with customers.

Products as complex as those we

intend to market might contain errors, defects and bugs when first introduced or as new versions are released.

Delivery of products with

production defects or reliability, quality or compatibility problems could significantly delay or hinder market acceptance of our products

or result in a costly recall and could damage our reputation and adversely affect our ability to sell our products.

If our products experience

defects, we may need to undertake a redesign of the product, a process that may result in significant additional expenses.

market and intend to market might contain errors, defects and bugs when first introduced or as new versions are released.

products with production defects or reliability, quality or compatibility problems could significantly delay or hinder market acceptance

of our products or result in a costly recall and could damage our reputation and adversely affect our ability to sell our products.

our products experience defects, we may need to undertake a redesign of the product, a process that may result in significant additional

We may also be required to make

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available to us when needed on acceptable terms, or at all.

Further, we cannot assure you that any increased demand for our potential

products would continue for a sufficient period of time to recoup our capital investments associated with increasing our internal production

Further, we cannot assure you that any increased demand for our products would

continue for a sufficient period of time to recoup our capital investments associated with increasing our internal production capacity.

In addition, we do not have experience

manufacturing our potential products in large quantities.

In the event of significant demand for our potential products, large-scale production

might prove more difficult or costly than we anticipate and lead to quality control issues and production delays.

manufacturing our products in large quantities.

In the event of significant demand for our products, large-scale production might prove

more difficult or costly than we anticipate and lead to quality control issues and production delays.

We may not be able to manufacture products at competitive prices.

To date, we have produced limited

quantities of products for research, development, demonstration and prototype purposes.

The cost per unit for these products currently

exceeds the price at which we could expect to profitably sell them.

If we cannot substantially lower our cost of production as we move

into sales of products in commercial quantities, our financial results will be harmed.

We may be unable to export our potential products

or technology to other countries, convey information about our technology to citizens of other countries or sell certain products commercially,

if the products or technology are subject to United States export or other regulations.

We are developing certain polymer-based

quantities of materials for license and sale and materials and devices for research, development, demonstration and prototype purposes.

The cost per unit for these products currently exceeds the price at which we could expect to profitably sell them.

If we cannot substantially

lower our cost of production as we move into sales of products in significant commercial quantities, our financial results will be harmed.

We may be unable to export our products or technology

to other countries, convey information about our technology to citizens of other countries or sell certain products commercially, if the

products or technology are subject to United States export or other regulations.

We develop certain polymer-based

products that we believe the United States government and other governments may be interested in using for military and information gathering

or antiterrorism activities.

United States government export regulations may restrict us from selling or exporting these potential products

into other countries, exporting our technology to those countries, conveying information about our technology to citizens of other countries

or selling these potential products to commercial customers.

We may be unable to obtain export licenses for products or technology, if

they become necessary.

We currently cannot assess whether national security concerns would affect our potential products and, if so, what

procedures and policies we would have to adopt to comply with applicable existing or future regulations.

United States government export regulations may restrict us from selling or exporting certain products into

other countries, exporting our technology to those countries, conveying information about our technology to citizens of other countries

or selling certain products to commercial customers.

We may be unable to obtain export licenses for products or technology, if they become

We currently cannot assess whether national security concerns would affect our future products and, if so, what procedures

and policies we would have to adopt to comply with applicable existing or future regulations.

We are subject to regulatory compliance related to our operations.

We are subject to various U.S.

regulations related to occupational safety and health, labor and business practices.

Failure to comply with current or future regulations

could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation of operations,

or other actions, which could harm our business.

governmental regulations related to occupational safety and health, labor and business practices.

Failure to comply with current or future

regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation

of operations, or other actions, which could harm our business.

We may incur liability arising from the use of hazardous materials.

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cessation of operations or other actions, which could severely harm our business.

Our data and information systems and network infrastructure

may be subject to hacking or other cyber security threats.

If our security measures are breached and an unauthorized party obtains access

to our proprietary business information, our information systems may be perceived as being unsecure, which could harm our business and

reputation, and our proprietary business information could be misappropriated which could have an adverse effect on our business and results

of operations.

Our data and information systems and network

infrastructure may be subject to hacking or other cybersecurity threats.

If our security measures are breached and an unauthorized

party obtains access to our proprietary business information, our information systems may be perceived as being unsecure, which

could harm our business and reputation, and our proprietary business information could be misappropriated which could have an

adverse effect on our business and results of operations.

Our Company stores and transmits

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recovery plan.

Additionally, presently, the novel strain of coronavirus known as COVID-19 has the potential to interrupt some, if not

all, of our research and development activities.

We could be negatively affected as a result

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us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive

As a result of being a public company,

our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors

and other third parties.

If such claims are successful, our business and operating results could be adversely affected, and even if the

claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could

divert the time and resources of our management and adversely affect our business and operating results.

As a result of being a public

company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including

by competitors and other third parties.

If such claims are successful, our business and operating results could be adversely affected,

and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to

resolve them, could divert the time and resources of our management and adversely affect our business and operating results.

If we fail to maintain an effective system of disclosure

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outstanding options and warrants to purchase an aggregate of 7,967,605 shares of our common stock at exercise prices ranging from $0.51

- $16.81 per share with a weighted average exercise price of $1.91 per share.

to 16.81 per share with a weighted average exercise price of $2.49 per share.

The exercise of options and warrants at prices below the

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issuance of shares of our capital stock in connection with any collaboration (although none are contemplated at this time) or in connection

with other financing efforts, including pursuant to the 2021 Purchase Agreement with Lincoln Park, the 2023 Purchase Agreement with Lincoln

Park, and the Roth Sales Agreement with Roth Capital.

Any issuance of our common stock that is not made solely to then-existing stockholders

proportionate to their interests, such as in the case of a stock dividend or stock split, will result in dilution to each stockholder

by reducing his, her or its percentage ownership of the total outstanding shares.

Moreover, if we issue options or warrants to purchase

our common stock in the future and those options or warrants are exercised or we issue restricted stock, stockholders may experience further

Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering

of shares of any class or series.

with other financing efforts, including pursuant to the 2023 Purchase Agreement with Lincoln Park, and the Roth Sales Agreement with Roth

Any issuance of our common stock that is not made solely to then-existing stockholders proportionate to their interests, such

as in the case of a stock dividend or stock split, will result in dilution to each stockholder by reducing his, her or its percentage

ownership of the total outstanding shares.

Moreover, if we issue options or warrants to purchase our common stock in the future and those

options or warrants are exercised or we issue restricted stock, stockholders may experience further dilution.

Holders of shares of our

common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering of shares of any class or series.

price of our common stock has been, and may continue to be, volatile, and the value of our common stock may decline.

volatility, as well as general market conditions, may cause our stock price to fluctuate greatly and even potentially expose us to litigation.

Our common stock may be subject

to continued volatility.

During the past 52 weeks, the share price for our common stock ranged from a low of $3.91 to high of $13.59.

Our common stock may be

subject to continued volatility.

During the past 52 weeks, the share price for our common stock ranged from a low of $3.79 to a high

We cannot assure you that the market price for our common stock will be less volatile or will remain at its current level.

in the market price for our shares could result in substantial losses for investors.

The market price of our common stock may be significantly

affected by one or more of the following factors, many of which are beyond our control, including:

A decrease in the market price for our shares could result in substantial losses for investors.

The market price of our common stock

may be significantly affected by one or more of the following factors, many of which are beyond our control, including:

our Company’s ability to execute on its business plan;

the status of particular development programs and the timing of performance under specific development agreements;

actual or anticipated demand for our potential products and technologies;

actual or anticipated demand for our products and future products and technologies;

amount and timing of our costs related to our development and marketing efforts or other initiatives and expansion of our operations;

changes in anticipated commercial deployment of our products and financial results;

changes in anticipated commercial deployment of certain products and financial results;

our ability to enter into, renegotiate or renew key agreements or strategic relationships,

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economic conditions specific to our industry, as well as general economic and market conditions;

other events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, or public health crises (e.g.

Covid-19), or responses to such events.

other events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, or public health crises or responses to such events.

the stock markets frequently experience extreme price and volume fluctuations that affect the market prices of equity securities of many

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the price of our common stock to decline and may impair our ability to raise capital in the future.

Our common stock is traded on The

NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market for

our common stock could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our common

stock at or near bid prices at any given time may be relatively small.

Finance transactions or option/warrant exercises resulting in a

large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could

place downward pressure on the trading price of our stock the trading price of our stock could decline.

Additionally, we believe a significant

portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices were significantly less

than our current share prices.

If these shareholders, some of which hold a substantial number of shares of our common stock, decide to

sell some or all of their shares at once without regard to the impact of their sales on the market price of our stock, the trading price

of our stock could decline.

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number

of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of

Our common stock is traded on

The NASDAQ Capital Market and, despite certain increases of trading volume from time to time, there have been periods when the market

for our common stock could be considered “thinly-traded,” meaning that the number of persons interested in purchasing our

common stock at or near bid prices at any given time may be relatively small.

Finance transactions or option/warrant exercises resulting

in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares,

could place downward pressure on the trading price of our stock the trading price of our stock could decline.

Additionally, we believe

a significant portion of our shares are held by shareholders that accumulated their shares during a time when our shares prices were significantly

less than our current share prices.

If these shareholders, some of which hold a substantial number of shares of our common stock, decide

to sell some or all of their shares at once without regard to the impact of their sales on the market price of our stock, the trading

price of our stock could decline.

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large

number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market

price of our stock.

If our existing stockholders sell,

or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, including

shares issued upon the exercise of outstanding options or warrants or pursuant to the 2021 Purchase Agreement with Lincoln Park, the 2023

Purchase Agreement with Lincoln Park, and the Roth Sales Agreement with Roth Capital, the market price of our common stock could decline.

Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities

in the future at a time and price that we deem reasonable or appropriate.

We may become involved in securities class action litigation

that could divert management’s attention and harm our business.

Our common stock will be subject to potential

delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.

shares issued upon the exercise of outstanding options or warrants or pursuant to the 2023 Purchase Agreement with Lincoln Park, and the

Roth Sales Agreement with Roth Capital, the market price of our common stock could decline.

Sales of a substantial number of shares of

our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that

we deem reasonable or appropriate.

We may become involved in securities class action litigation that could divert management’s attention

and harm our business.

Our common stock will be subject to potential delisting

if we do not maintain the listing requirements of the Nasdaq Capital Market.

Our common stock commenced trading

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to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation, as

amended, allow us to issue shares of preferred stock without any vote or further action by our stockholders.

Our board of directors has

the authority to fix and determine the relative rights and preferences of preferred stock.

Our articles of incorporation,

as amended, allow us to issue shares of preferred stock without any vote or further action by our stockholders.

Our board of directors

has the authority to fix and determine the relative rights and preferences of preferred stock.

Our board of directors also has the authority

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preferred stock, if any.

Preferred stock could be used to

dilute a potential hostile acquirer.

Accordingly, any future issuance of preferred stock or any rights to purchase preferred stock may

have the effect of making it more difficult for a third party to acquire control of us.

This may delay, defer or prevent a change of control

or an unsolicited acquisition proposal.

The issuance of preferred stock also could decrease the amount of earnings attributable to, and

assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting

rights, of the holders of our common stock and preferred stock.

Our articles of incorporation and bylaws, and certain

provisions of Nevada corporate law, as well as certain of our contracts, contain provisions that could delay or prevent a change in control

even if the change in control would be beneficial to our stockholders.

Preferred stock could be used

to dilute a potential hostile acquirer.

Accordingly, any future issuance of preferred stock or any rights to purchase preferred stock

may have the effect of making it more difficult for a third party to acquire control of us.

This may delay, defer or prevent a change

of control or an unsolicited acquisition proposal.

The issuance of preferred stock also could decrease the amount of earnings attributable

to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including

voting rights, of the holders of our common stock and preferred stock.

Our articles of incorporation and amended and restated

bylaws, and certain provisions of Nevada corporate law, as well as certain of our contracts, contain provisions that could delay or prevent

a change in control even if the change in control would be beneficial to our stockholders.

Nevada law, as well as our articles

of incorporation, as amended, and bylaws, contain anti-takeover provisions that could delay or prevent a change in control of our Company,

even if the change in control would be beneficial to our stockholders.

These provisions could lower the price that future investors might

be willing to pay for shares of our common stock.

of incorporation, as amended, and amended and restated bylaws, contain anti-takeover provisions that could delay or prevent a change in

control of our Company, even if the change in control would be beneficial to our stockholders.

These provisions could lower the price

that future investors might be willing to pay for shares of our common stock.

These anti-takeover provisions:

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provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year;

provide that special meetings of our stockholders may only be called by t he chairperson, president or chief executive officer, or by resolution of the board of directors or at the request in writing of stockholders owning 66 2/3% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote;

establish advance notice procedures with regard to stockholder proposals relating to stockholder nominees for director and other stockholder proposals ;

provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws;

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sections do not apply.

Our articles of incorporation, as amended, and bylaws do not state that these provisions do not apply.

creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules

of conduct and voting restrictions in any acquisition attempt, among other things.

The statute contains certain limitations and it may

not apply to our Company.

Our 2016 Equity Incentive Plan includes change-in-control provisions that allow us to grant options that may

become vested immediately upon a change in control.

Our board of directors also has the power to adopt a stockholder rights plan that

could delay or prevent a change in control of our Company even if the change in control is generally beneficial to our stockholders.

plans, sometimes called “poison pills,” are oftentimes criticized by institutional investors or their advisors and could affect

our rating by such investors or advisors.

If our board of directors adopts such a plan, it might have the effect of reducing the price

that new investors are willing to pay for shares of our common stock.

Our articles of incorporation, as amended, and amended and restated bylaws do not state that these provisions do

The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by

setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things.

The statute contains certain

limitations and it may not apply to our Company.

Our 2016 Equity Incentive Plan includes change-in-control provisions that allow us to

grant options that may become vested immediately upon a change in control.

Our board of directors also has the power to adopt a stockholder

rights plan that could delay or prevent a change in control of our Company even if the change in control is generally beneficial to our

stockholders.

These plans, sometimes called “poison pills,” are oftentimes criticized by institutional investors or their

advisors and could affect our rating by such investors or advisors.

If our board of directors adopts such a plan, it might have the effect

of reducing the price that new investors are willing to pay for shares of our common stock.

Together, these charter, statutory

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deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an

Unresolved Staff Comments.

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-K

Item 1A. Risk Factors