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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-14 · 74 added, 72 removed, 1 unchanged (99% of the section changed)

We face many significant risks in our business,

some of which are unknown to us and not presently foreseen.

These risks could have a material adverse impact on our business, financial

condition and results of operations in the future.

Other than as set forth below, there have been no material changes to the risk factors

set forth under Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2025, which we filed with the SEC on June 20, 2025.

We might not be able to continue as a going

face many significant risks in our business, some of which are unknown to us and not presently foreseen.

These risks could have a material

adverse impact on our business, financial condition and results of operations in the future.

Other than as set forth below, there have

been no material changes to the risk factors set forth under Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2025,

which we filed with the SEC on June 20, 2025.

might not be able to continue as a going concern.

Our condensed consolidated financial statements

as of June 30, 2025 have been prepared under the assumption that we will continue as a going concern twelve months from the date of issuance

of this Report.

At June 30, 2025, we had cash and cash equivalents of $7.5 million and an accumulated deficit of approximately $91 million.

From a financing perspective, in June 2025, we sold 1,000,000 shares of common stock under our ATM Agreement for proceeds of approximately

$0.7 million, and, in March 2025, we completed private placements of our common stock and common stock purchase warrants for net proceeds

of approximately $11.4 million.

Even with these proceeds, we do not believe that our cash and cash equivalents will be sufficient to fund

our operations for the period of 12 months from the date of issuance of this report, and we would need to raise additional capital.

a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable

to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain

liquidity sufficient to operate our business effectively, which raises substantial doubt as to our ability to continue as a going concern.

If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us.

If we are unable to

generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital.

We intend to seek additional financing and evaluate financing alternatives in order to meet our cash requirements for the foreseeable

We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining

a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us.

If we issue additional securities

to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders

may experience dilution.

If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current

product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.

If we are unable to satisfy the continued

listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely

Our common stock may lose value and could be delisted

from Nasdaq due to several factors or a combination of such factors.

While our common stock is currently listed on Nasdaq, we can give

no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including, but not limited to,

the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.

On June 30, 2025, we received a letter from the

Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of

our common stock for the 30 consecutive business days ending on June 27, 2025, we no longer met the requirement to maintain a minimum

bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),

we have been provided a period of 180 calendar days, or until December 29, 2025, in which to regain compliance.

In order to regain compliance

with the minimum bid price requirement, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive

business days during this 180-day period.

In the event we do not regain compliance within this 180-day period, we may be eligible to seek

an additional compliance period of 180 calendar days provided we meet the continued listing requirement for market value of publicly held

shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and if

we provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period by effecting a reverse stock

split, if necessary.

However, if it appears to the Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise

not eligible, Nasdaq will provide notice to us that our common stock will be subject to delisting.

The above-mentioned letter does not result in the immediate delisting

of our common stock from the Nasdaq Capital Market.

We are monitoring the closing bid price of our common stock and considering our available

options in the event the closing bid price of our common stock remains below $1 per share.

There can be no assurance that we will be able

to regain compliance with the minimum bid price requirement, maintain compliance with the other continued listing requirements of Nasdaq,

or that our common stock will not be delisted in the future.

If we were to be delisted, we would expect our

common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock.

Additionally,

we could face significant material adverse consequences, including:

a limited availability of market quotations for our common stock;

a decreased ability to issue additional securities or obtain additional financing in the future;

reduced liquidity for our stockholders;

potential loss of confidence by customers, collaboration partners and employees;

loss of institutional investor interest.

In the event of a delisting, we can provide no

assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again,

stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum

bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

as of September 30, 2025 have been prepared under the assumption that we will continue as a going concern twelve months from the date

of issuance of this Report.

At September 30, 2025, we had cash and cash equivalents of $5.3 million and an accumulated deficit of approximately

$99.2 million.

As disclosed in Note 4 to the condensed consolidated financial statements in this Report, in September 2025, we effected

a warrant inducement offering for net proceeds of approximately $3.9 million, and, during the six months ended September 30, 2025, we

generated net proceeds of approximately $0.7 million from sales under our at-the-market sales program.

Even with these proceeds, we do

not believe that our cash and cash equivalents will be sufficient to fund our operations for the period of 12 months from the date of

issuance of this report, and we need to raise additional capital.

As a result of our expected operating losses and cash burn for the

foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity

arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which

raises substantial doubt as to our ability to continue as a going concern.

If we cannot continue as a viable entity, our stockholders

would likely lose most or all of their investment in us.

If we are unable to generate sustainable operating profit and sufficient cash

flows, then our future success will depend on our ability to raise capital.

We intend to seek additional financing and evaluate financing

alternatives in order to meet our cash requirements for the foreseeable future.

We cannot be certain that raising additional capital,

whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or,

if available, will be on terms acceptable to us.

If we issue additional securities to raise funds, these securities may have rights,

preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution.

If we are unable

to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating

costs, forego future development and other opportunities or even terminate our operations.

we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity

of our common stock may be adversely affected.

common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors.

While our common

stock is currently listed on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq

in the future, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement or

the minimum equity requirement.

June 30, 2025, we received a letter from the Listing Qualifications Staff of Nasdaq indicating

that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on June 27, 2025, we no longer

met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until December 29, 2025, in

which to regain compliance.

In order to regain compliance with the minimum bid price requirement, the closing bid price of our common

stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period.

In the event we do not

regain compliance within this 180-day period, we may be eligible to seek an additional compliance period of 180 calendar days provided

we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq

Capital Market, with the exception of the bid price requirement, and if we provide written notice to Nasdaq of our intent to cure the

deficiency during this second compliance period by effecting a reverse stock split, if necessary.

However, if it appears to the Nasdaq

staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice to us that our

common stock will be subject to delisting.

above-mentioned letter does not result in the immediate delisting of our common stock from the Nasdaq Capital Market.

We are monitoring

the closing bid price of our common stock and considering our available options in the event the closing bid price of our common stock

remains below $1 per share.

can be no assurance that we will be able to regain compliance with the minimum bid price requirement, maintain compliance with the other

continued listing requirements of Nasdaq, or that our common stock will not be delisted in the future.

we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the

liquidity of our common stock.

Additionally, we could face significant material adverse consequences, including:

limited availability of market quotations for our common stock;

decreased ability to issue additional securities or obtain additional financing in the future;

liquidity for our stockholders;

loss of confidence by customers, collaboration partners and employees;

of institutional investor interest.

the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would

allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common

stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

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