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On May 23, 2025, we received a letter from the Staff of the Listing Qualifications Department of Nasdaq notifying us that we do not presently comply with Nasdaq’s Listing Rule 5550(b)(1) (the “Equity Rule”), which requires that we maintain a minimum of $2.5 million in stockholders’ equity, and that we also do not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Equity Rule.
−Removed: We have submitted a plan to regain compliance.
−Removed: If our plan is accepted, the Staff can grant an extension of up to 180 calendar days from May 23, 2025 to evidence compliance.
−Removed: After review of the plan of compliance, the Staff will provide written notification to us whether it accepts the plan, and if the Staff does not accept the plan, we would then be entitled to appeal the Staff’s determination to the Nasdaq Hearings Panel.
−Removed: There can be no assurance that, if we do appeal the determination to the Nasdaq Hearings Panel, that such appeal would be successful.
−Removed: We are accounting for the Series E warrants issued in the June 2025 Offering as a warrant liability at fair value as of issuance and any subsequent changes in fair value each reporting period will be reported in earnings, as either a gain or loss.
−Removed: The initial accounting for the warrant liability and the future impact of changes in fair value on earnings will have an adverse effect on our net income and our stockholders’ equity.
−Removed: Additionally, such warrant liability may hinder our ability to meet the stockholders’ equity required in the Equity Rule.
−Removed: On June 27, 2025, we received another deficiency letter from the Staff of the Listing Qualifications Department of Nasdaq notifying us that for the last 30 consecutive business days the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
+Added: We submitted a plan to regain compliance, which was accepted, and accordingly the Staff granted an extension of up to 180 calendar days from May 23, 2025, (or November 19, 2025) to evidence compliance.
+Added: If we are unable to regain compliance prior to November 19, 2025, the Staff will provide written justification to us that our common stock may be delisted.
+Added: We would then be entitled to appeal the Staff's determination to a Nasdaq Listing Qualifications Panel and request a hearing.
+Added: There can be no assurance that, if we do appeal the delisting determination to a Nasdaq Listing Qualifications Panel such appeal would be successful.
+Added: On June 27, 2025, we received another deficiency letter from the Staff notifying us that for the last 30 consecutive business days the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), we have been provided an initial period of 180 calendar days, or until December 24, 2025 (the “Compliance Date”), to regain compliance with the Bid Price Rule.
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Further, we would likely become a “penny stock”, which would make trading of our common stock more difficult.
−Removed: Our ability to regain compliance with Nasdaq ’ s bid price requirements may be hindered by the June 2025 Offering we completed and the future exercises of the Series E warrants.
+Added: Our ability to regain compliance with Nasdaq ’ s bid price requirements may be hindered by the future exercises of the outstanding warrants.
As discussed in the prior risk factor, on June 27, 2025, we received a deficiency letter from the Staff of the Listing Qualifications Department of Nasdaq notifying us that for the last 30 consecutive business days the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on Nasdaq.
−Removed: The future exercise of the Series E warrants issued in the June 2025 Offering we completed may depress our common stock price.
−Removed: In addition, if the exercise price adjustment provisions of the Series E warrants are triggered in the future, which would cause a reduction in the exercise price of the Series E warrants (subject to the floor price) and a proportionate increase in the number of shares underling the Series E warrants, such event may further depress our common stock price.
+Added: We have a significant number of outstanding warrants with exercise prices significantly below the $1.00 minimum bid price requirement.
+Added: The future exercise of these warrants may depress our common stock price.
+Added: In addition, if the exercise price adjustment provisions of the Series E and Series F warrants are triggered in the future, which would cause a reduction in the exercise price of such warrants (subject to the floor price) and, solely with respect to the Series E warrants, a proportionate increase in the number of shares underling the Series E warrants, such event may further depress our common stock price.
In order to increase our common stock price, we may in the future complete a reverse stock split.
−Removed: If we complete a reverse stock split and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days commencing on the date of such split is less than the exercise price of the Series E warrants then in effect, then the exercise price of the Series E warrants will be reduced to the lowest daily volume weighted average price during such period and, following the date our shareholders approve an increase in our authorized shares of common stock, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price.
+Added: If we complete a reverse stock split and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days commencing on the date of such split is less than the exercise price of the Series E warrants and/or Series F warrants then in effect, then the exercise price of such warrants will be reduced to the lowest daily volume weighted average price during such period.
+Added: In addition, solely with respect to the Series E warrants, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price.
This future potential adjustment of the Series E warrants may significantly increase the number of shares of common stock underlying the Series E warrants and cause dilution to our shareholders.
−Removed: At our Annual Meeting of Stockholders to be held on August 18, 2025, we will seek stockholder approval granting our Board of Directors authority to effect a reverse stock split of the outstanding shares of our common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-30 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of such approval.
−Removed: We will require additional financing in the near term, which financing may result in the reduction of the exercise price of the Series E warrants we issued in our June 2025 Offering and the increase in the number of shares underlying the Series E warrants, which would dilute the ownership interest of our stockholders.
+Added: We will require additional financing in the near term, which financing may result in the reduction of the exercise price of the Series E warrants and Series F warrants and the increase in the number of shares underlying the Series E warrants, which would dilute the ownership interest of our stockholders.
Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is expensive.
We will require substantial additional future capital in order to complete clinical development and commercialize Annamycin.
−Removed: The Series E warrants we issued in the June 2025 Offering provide that if, while the Series E warrants are outstanding, we sell any common stock and/or common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the Series E warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants then in effect will be reduced to an amount equal to the new issuance price, and, following the date that we amend our certificate of incorporation to increase our authorized shares of common stock, the number of shares issuable upon exercise of the Series E warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price.
−Removed: The floor price is $0.12, and the total number of shares potentially issuable under the Series E warrants if the exercise price of the Series E warrants was reduced to the floor price would be 148,740,000 shares of common stock.
+Added: Our Series E warrants and Series F warrants provide that if, while such warrants are outstanding, we sell any common stock and/or common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants and/or Series F warrants then in effect will be reduced to an amount equal to the new issuance price.
+Added: In addition, solely with respect to the Series E warrants, the number of shares issuable upon exercise of the Series E warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price.
+Added: The floor price of the Series E warrants is $0.12, and the total number of shares potentially issuable under the Series E warrants if the exercise price of the Series E warrants was reduced to the floor price would be 83,556,723 shares of common stock as of the date of this report.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: Other than as previously disclosed in our Current Report on Form 8-K on August 29, 2025, we did not sell any unregistered equity securities during the fiscal quarter ended September 30, 2025.
DEFAULTS UPON SENIOR SECURITIES
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