Risk Factors.
−Removed: Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed under the heading “
−Removed: Risk Factors”
−Removed: and filed with the SEC on March 24, 2023.
+Added: Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed under the heading “ Risk Factors” and filed with the SEC on March 21, 2024.
Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
−Removed: As of the date of this Quarterly Report, the following additional risk factor has been added to the risk factors disclosed in our Annual Report on Form 10-K.
−Removed: We cannot guarantee that our share repurchase program will be utilized to the full value approved, or that it will enhance long-term stockholder value and repurchases we consummate could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance .
−Removed: Our board of directors authorized a share repurchase program pursuant to which we may repurchase up to $800,000 of our common stock through September 2024.
−Removed: The manner, timing and amount of any share repurchases may fluctuate and will be determined based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities.
−Removed: The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares.
−Removed: Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations.
−Removed: Our share repurchase program may be modified, suspended, or terminated at any time, which may result in a decrease in the trading prices of our common stock.
−Removed: Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value.
+Added: As of the date of this Quarterly Report, except as set forth below, there are no additional risk factors added to the risk factors disclosed in our Annual Report on Form 10-K.
+Added: If we are unable to comply with the continued listing requirements of the NYSE American, then our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.
+Added: Our common stock is currently listed on the NYSE American and the continued listing of our common stock on the NYSE American is contingent on our continued compliance with a number of listing requirements.
+Added: If we are unable to comply with the continued listing requirements of the NYSE American, our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.
+Added: In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders, as well as satisfy other listing requirements of the NYSE American.
+Added: In addition to these objective standards, NYSE American may delist the securities of any issuer for other reasons involving the judgment of NYSE American.
+Added: While our stockholders’ deficit was approximately $5.76 million as of March 31, 2024, and we have had losses from continuing operations and/or net losses in each of our fiscal years ended December 31, 2021, 2022 and 2023, we are nevertheless currently in compliance with the NYSE continued listing standards as we satisfy alternate compliance standards provided in Section 1003(a) of the NYSE American Company Guide since (i) the total value of our market capitalization is at least $50,000,000 and (ii) we have at least 1,100,000 shares publicly held, a market value of publicly held shares of at least $15,000,000 and 400 round lot shareholders.
+Added: There is no assurance that we will be able to maintain compliance with the NYSE American continued listing rules and/or continue our listing on the NYSE American in the future.
+Added: If the NYSE American delists our common stock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect the common stock would qualify to be quoted on an over-the-counter market.
+Added: If this were to occur, we could face significant material adverse consequences, including:
+Added: • a limited availability of market quotations for our securities;
+Added: • reduced liquidity for our securities;
+Added: • substantially impair our ability to raise additional funds;
+Added: • result in a loss of institutional investor interest and a decreased ability to issue additional securities or obtain additional financing in the future;
+Added: • 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;
+Added: • a limited amount of news and analyst coverage;
+Added: • potential breaches of representations or covenants of our agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing requirements, which, regardless of merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations.
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.