46 unchanged sentences
or acquire rights to, and pursue development of, other products, product candidates or technologies;
−Removed: additional clinical, manufacturing, quality control, quality assurance and scientific personnel;
+Added: additional clinical, administrative, manufacturing, quality control, quality assurance and scientific personnel;
marketing approval for any product candidates that successfully complete clinical trials;
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additional capital.
−Removed: expect to expend substantial resources for the foreseeable future to continue the clinical development and manufacturing of our lead
−Removed: product candidate and the advancement and expansion of our preclinical research pipeline.
−Removed: These expenditures will include costs associated
−Removed: with research and development, potentially acquiring new product candidates or technologies, conducting preclinical studies and clinical
−Removed: trials and potentially obtaining regulatory approvals and manufacturing products, as well as marketing and selling products approved
−Removed: for sale, if any.
+Added: expect to expend substantial resources for the foreseeable future to continue the clinical development and production of our lead product
+Added: These expenditures will include costs associated with research and development, potentially acquiring new product candidates
+Added: or technologies, conducting preclinical studies and clinical trials and potentially obtaining regulatory approvals and manufacturing
and future capital requirements depend on many factors, including:
−Removed: scope, progress, results and costs of our ongoing and planned development programs for our lead product candidate, as well as any
−Removed: additional clinical trials we undertake to obtain data sufficient to seek marketing approval for our lead product candidate;
+Added: scope, progress, results and costs of our ongoing and planned development programs for our lead product candidate, as well as any additional
+Added: clinical trials we undertake to obtain data sufficient to seek marketing approval for our lead product candidate;
timing of, and the costs involved in, obtaining regulatory approvals for our lead drug candidate if our clinical trials are successful;
cost of commercialization activities for our lead product candidate, if it is approved for sale, including marketing, sales and distribution
−Removed: cost of manufacturing our lead product candidate for clinical trials in preparation for regulatory approval, including the cost and
−Removed: timing of process development, manufacturing scale-up and validation activities;
+Added: cost of manufacturing our lead product candidate for clinical trials in preparation for regulatory approval, including the cost and timing
+Added: of process development, manufacturing scale-up and validation activities;
ability to establish and maintain strategic licensing or other arrangements and the financial terms of such agreements;
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through 2038.
−Removed: Federal net operating losses generated in a tax year beginning after 2017 have an indefinite carryforward period, but the
−Removed: deductibility of such federal NOL’s may be limited.
+Added: Federal net operating losses generated in a tax year beginning after 2017 have an indefinite carryforward period.
+Added: The utilization
+Added: of federal net operating loss carryforwards is subject to various limitations.
state net operating loss carryovers include approximately $19,141,000 that were incurred in the State of New York and approximately $16,695,000
157 unchanged sentences
associated with operating in foreign countries could materially adversely affect our product development.
−Removed: have entered into an agreement to conduct a clinical trial in Spain.
+Added: are currently conducting clinical trials in Spain and the Netherlands.
Consequently, we will also be subject to risks related to operating
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the labeling of the product or recall the product, or might even withdraw approval for the product.
+Added: is a risk that one or more of our clinical trials could be placed on hold by regulatory authorities due to serious adverse events (SAEs)
+Added: related to our drug candidate or to another company’s drug used in combination in one of our clinical trials.
+Added: is possible that the SAEs could be attributable to our drug candidate and could include, but not be limited to, unexpected severe side
+Added: effects, treatment-related deaths, or long-term health complications.
+Added: A dose given could result in non-tolerable adverse events defined
+Added: as dose-limiting toxicity (DLT).
+Added: When two DLTs occur at the same dose-level that dose-level is considered too high and unsafe.
+Added: treatment is only allowed at lower dose-levels that have previously been found safe.
+Added: principal investigator of the colorectal study testing LB-100 in combination with atezolizumab (Roche PD-L1 inhibitor) is currently investigating
+Added: two SAEs observed in the clinical trial that was launched in August 2024.
+Added: The Institutional Review Board of the Netherlands Cancer Institute
+Added: has put the colorectal cancer study on hold, as more fully discussed at “Item 7.
+Added: Management’s Discussion and Analysis of
+Added: Financial Condition and Results of Operations – Specific Risks Associated with the Company’s Business Activities –
+Added: Serious Adverse Events”.
future success is dependent on the regulatory approval of our lead product candidate.
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Additionally,
−Removed: we employ Dr.
−Removed: Miser on a half-time basis as Chief Medical Officer, and we promoted Eric J.
−Removed: Forman to Vice President and Chief
−Removed: Operating Officer on November 6, 2022.
−Removed: We believe that Dr.
−Removed: Miser and Mr.
−Removed: Forman, led by Mr.
−Removed: van der Baan as President and Chief Executive
−Removed: Officer, are capable of managing the Company’s research and clinical activities.
+Added: we replaced our previous Chief Medical Officer, Dr.
+Added: Miser, with Dr.
+Added: Jan Schellens during 2024, and we have reallocated the responsibilities
+Added: Forman, our Vice President and Chief Operating Officer, who resigned on December 31, 2024.
+Added: We believe that Mr.
+Added: Schellens are capable of managing the Company’s research and clinical activities.
expect to rely heavily on third parties for the conduct of clinical trials of our product candidates.
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might independently develop identical, similar or alternative technologies;
−Removed: is possible that our patent applications will not result in an issued patent or patents, or that the scope of protection granted
−Removed: by any patents arising from our patent applications will be significantly narrower than expected;
+Added: is possible that our patent applications will not result in an issued patent or patents, or that the scope of protection granted by any
+Added: patents arising from our patent applications will be significantly narrower than expected;
might be unaware of prior art that renders one or more of our patent applications unpatentable or one or more of our patents invalid;
635 unchanged sentences
inability to commercialize any products that we might develop.
−Removed: to engaging in future clinical trials, we intend to obtain product liability insurance coverage at a level that we believe is customary
−Removed: for similarly situated companies and adequate to provide us with insurance coverage for foreseeable risks;
−Removed: however, we might be unable
−Removed: to obtain such coverage at a reasonable cost, if at all.
−Removed: If we are able to obtain product liability insurance, we might not be able to
−Removed: maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that might arise and such insurance
−Removed: might not be adequate to cover all liabilities that we might incur.
−Removed: Furthermore, we intend to expand our insurance coverage for products
−Removed: to include the sale of commercial products if we obtain regulatory approval for our lead product candidate in development, but we might
−Removed: be unable to obtain commercially reasonable product liability insurance for any products that receive regulatory approval.
−Removed: Large judgments
−Removed: have been awarded in class action lawsuits based on drugs that had unanticipated side effects.
−Removed: A successful product liability claim or
−Removed: series of claims brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash and adversely affect
−Removed: our business.
+Added: to engaging in clinical trials, we obtain product liability insurance coverage at a level that we believe is customary for similarly
+Added: situated companies and adequate to provide us with insurance coverage for foreseeable risks;
+Added: however, we might be unable to obtain such
+Added: coverage at a reasonable cost, if at all.
+Added: If we are able to obtain product liability insurance, we might not be able to maintain insurance
+Added: coverage at a reasonable cost or in an amount adequate to satisfy any liability that might arise and such insurance might not be adequate
+Added: to cover all liabilities that we might incur.
+Added: Furthermore, we intend to expand our insurance coverage for products to include the sale
+Added: of commercial products if we obtain regulatory approval for our lead product candidate in development, but we might be unable to obtain
+Added: commercially reasonable product liability insurance for any products that receive regulatory approval.
+Added: Large judgments have been awarded
+Added: in class action lawsuits based on drugs that had unanticipated side effects.
+Added: A successful product liability claim or series of claims
+Added: brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business.
Related to our Business Operations
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before we can recover the expenses of development and commercialization.
−Removed: business might be adversely affected by the ongoing coronavirus pandemic.
+Added: business might be adversely affected by the coronavirus or other pandemics.
global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world
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might need to grow the size of our organization in the future, and we might experience difficulties in managing this growth.
−Removed: of March 1, 2024, we had three full-time officer/employees and one part-time officer/employee.
−Removed: The Company relies to a significant extent
−Removed: on outside consultants and advisors with various technical skills and expertise that the Company can draw on as necessary to conduct
−Removed: its research and development and clinical trial programs.
−Removed: We might need to grow the size of our organization in order to support our
−Removed: continued development and potential commercialization of our lead product candidate.
−Removed: As our development and commercialization plans and
−Removed: strategies continue to develop, our need for additional managerial, operational, manufacturing, sales, marketing, financial and other
−Removed: resources might increase.
−Removed: Our management, personnel and systems currently in place might not be adequate to support this future growth.
−Removed: Future growth would impose significant added responsibilities on members of management, including:
+Added: of March 14, 2025, we had two officer/employees, our Chief Executive Officer and our Chief Financial Officer, and one consultant, our
+Added: Chief Medical Officer.
+Added: The Company relies to a significant extent on outside consultants and advisors with various technical skills and
+Added: expertise that the Company can draw on as necessary to conduct its research and development and clinical trial programs.
+Added: We might need
+Added: to grow the size of our organization in order to support our continued development and potential commercialization of our lead product
+Added: As our development and commercialization plans and strategies continue to develop, our need for additional managerial, operational,
+Added: manufacturing, sales, marketing, financial and other resources might increase.
+Added: Our management, personnel and systems currently in place
+Added: might not be adequate to support this future growth.
+Added: Future growth would impose significant added responsibilities on members of management,
our clinical trials effectively;
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agencies, which would adversely affect our business.
−Removed: For example, over the last several years, including beginning on December 22, 2018,
−Removed: government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical
−Removed: FDA, SEC and other government employees and stop critical activities.
−Removed: If a prolonged government shutdown occurs, it could significantly
−Removed: impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on
−Removed: our business.
−Removed: Further, in our operations as a public company, future government shutdowns could impact our ability to access the public
−Removed: markets and obtain necessary capital in order to properly capitalize and continue our operations.
+Added: For example, over the last several years, the U.S.
+Added: government has shut down several
+Added: times for various periods of time, and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC
+Added: and other government employees and stop critical activities.
+Added: If a prolonged government shutdown occurs, it could significantly impact
+Added: the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business.
+Added: Further, in our operations as a public company, future government shutdowns could impact our ability to access the public markets and
+Added: obtain necessary capital in order to properly capitalize and continue our operations.
market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have
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be more volatile.
−Removed: independent registered public accounting firm is not be required to formally attest to the effectiveness of our internal control over
−Removed: financial reporting until we are no longer a “smaller reporting company”.
−Removed: We cannot assure you that there will not be material
−Removed: weaknesses or significant deficiencies in our internal controls in the future.
+Added: independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial
+Added: reporting until we are no longer a “smaller reporting company”.
+Added: We cannot assure you that there will not be material weaknesses
+Added: or significant deficiencies in our internal controls in the future.
might find our common stock less attractive as a result of our election to utilize these exemptions, which could result in a less active
trading market for our common stock and/or the market price of our common stock might be more volatile.
−Removed: Warrants are speculative in nature.
−Removed: Warrants offered in our November 2020 public offering do not confer any rights of common stock ownership on their holders, such as voting
+Added: publicly-traded warrants that we issued in our November 2020 public offering are speculative in nature.
+Added: warrants issued in our November 2020 public offering do not confer any rights of common stock ownership on their holders, such as voting
rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price.
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Furthermore, each warrant will expire
−Removed: five (5) years from the original issuance date.
−Removed: In the event our common stock price does not exceed the exercise price of the Warrants
−Removed: during the period when the Warrants are exercisable, the Warrants may not have any value.
−Removed: of the Warrants will have no rights as a common stockholder until they acquire our common stock.
−Removed: the acquisition of shares of our common stock upon exercise of the Warrants, a holder will have no rights with respect to shares of our
−Removed: common stock issuable upon exercise of the Warrant.
−Removed: Upon exercise of a Warrant, a holder will be entitled to exercise the rights of a
−Removed: common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise.
+Added: five years from the original issuance date, which is November 20, 2025.
+Added: In the event our common stock price does not exceed the exercise
+Added: price of the warrants during the period when the warrants are exercisable, the warrants may not have any value.
+Added: of the warrants have no rights as a common stockholder until they acquire our common stock.
+Added: the acquisition of shares of our common stock upon exercise of the warrants, a holder has no rights with respect to shares of our common
+Added: stock issuable upon exercise of the warrant.
+Added: Upon exercise of a warrant, a holder will be entitled to exercise the rights of a common
+Added: stockholder as to the security exercised only as to matters for which the record date occurs after the exercise.
is a limited market for the warrants to purchase shares of our common stock.
−Removed: the Warrants are currently trading on The Nasdaq Capital Market, there can be no assurance that there will be an active trading market
−Removed: for the Warrants.
−Removed: Without an active trading market, the liquidity of the Warrants will be limited.
−Removed: of the Warrants could discourage an acquisition of us by a third party.
−Removed: provisions of the Warrants could make it more difficult or expensive for a third party to acquire us.
−Removed: The Warrants prohibit us from engaging
−Removed: in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes
−Removed: our obligations under the Warrants.
−Removed: These and other provisions of the Warrants could prevent or deter a third party from acquiring us
+Added: the warrants are currently trading on The Nasdaq Capital Market, there can be no assurance that an active trading market for the warrants
+Added: will develop.
+Added: Without an active trading market, the liquidity of the warrants will continue to be limited.
+Added: of certain warrants could discourage a change-in control transaction involving a third party.
+Added: of our warrants contain provisions that could make it more difficult or expensive for a third party to make an investment in us acquire
+Added: us in a change-in-control transaction.
+Added: Under certain transactions constituting a “fundamental transaction”, the Company could
+Added: be required to redeem the warrants for a cash payment calculated pursuant to the Black-Scholes option-pricing model.
+Added: These and other
+Added: provisions of the warrants could prevent or deter a third party from acquiring us or investing in us in a change-in control transaction,
even where the acquisition could be beneficial to you.
20, 2023 sale of common stock and warrants.
−Removed: July 2023, we sold common stock and warrants to an institutional investor and raised gross proceeds of approximately $3,500,000.
−Removed: of this financing, the Company sold warrants to the institutional investor to purchase 583,334 shares of common stock.
−Removed: Each common warrant
−Removed: had an initial exercise price of $6.00 per share, was immediately exercisable upon issuance, and expires five years thereafter on July
−Removed: The Company also issued warrants to the placement agent to purchase 35,000 shares of common stock at an exercise price of $6.60
−Removed: per share and expiring on July 20, 2028.
+Added: July 20, 2023, we sold 583,334 shares of common stock at a price of $6.00 per share to an institutional investor and raised gross proceeds
+Added: of approximately $3,500,000.
+Added: As part of this financing, the Company sold warrants to the institutional investor to purchase 583,334 shares
+Added: of common stock.
+Added: The common warrants had an initial exercise price of $6.00 per share, were immediately exercisable upon issuance, and
+Added: expire five years thereafter on July 20, 2028.
+Added: The Company also issued warrants to the placement agent to purchase 35,000 shares of common
+Added: stock at an exercise price of $6.60 per share and expiring on July 20, 2028.
exercise prices of the warrants issued to the institutional investor and to the placement agent are subject to customary adjustments
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In addition, the warrants issued to the institutional investor contain a “fundamental transaction” provision
−Removed: whereby in the event of a fundamental transaction (a sale or transfer of assets or ownership of the Company as defined in the warrant
−Removed: agreement) within the Company’s control, the holder of the unexercised common stock warrants would be entitled to receive, in exchange
−Removed: for extinguishment of the warrants, cash consideration equal to a Black-Scholes valuation, as defined in the warrant agreement.
−Removed: fundamental transaction is not within the Company’s control, the warrant holder would only be entitled to receive the same form
−Removed: of consideration (and in the same proportion) as the holders of the Company’s common stock.
−Removed: in the event of a change in control of the Company or a sale or transfer of all or substantially all of the Company’s assets, to
−Removed: the extent that the warrants issued to the institutional investor are outstanding at the effective date that such a transaction is closed,
−Removed: this “fundamental transaction” provision would entitle the institutional investor to substantial cash consideration, thus
−Removed: reducing the amounts to be retained by the Company or potentially distributable to the Company’s stockholders.
+Added: whereby in the event of a fundamental transaction (including a sale or transfer of assets or ownership of the Company as defined in the
+Added: warrant agreement) within the Company’s control, the holder of the unexercised common stock warrants would be entitled to receive,
+Added: in exchange for extinguishment of the warrants, cash consideration equal to a Black-Scholes valuation, as defined in the warrant agreement.
+Added: If such fundamental transaction is not within the Company’s control, the warrant holder would only be entitled to receive the same
+Added: form of consideration (and in the same proportion) as the holders of the Company’s common stock.
+Added: in the event of a change in control of the Company or a sale or transfer of all or substantially all of the Company’s assets, as
+Added: defined in the warrants, to the extent that the warrants issued to the institutional investor are outstanding at the effective date that
+Added: such a transaction is closed, this “fundamental transaction” provision would entitle the holder to substantial cash consideration,
+Added: thus reducing the amounts to be retained by the Company or potentially distributable to the Company’s stockholders.
+Added: 13, 2025 sale of common stock and warrants.
+Added: February 13, 2025, we sold 434,784 shares of common stock at a price of $2.415 per share to two institutional investors and raised gross
+Added: proceeds of approximately $1,050,000.
+Added: As part of this financing, the Company sold warrants to the institutional investors to purchase
+Added: 434,784 shares of common stock.
+Added: The common warrants had an initial exercise price of $2.29 per share, were immediately exercisable upon
+Added: issuance, and expire five years thereafter on February 13, 2030.
+Added: The Company also issued warrants to the placement agent to purchase
+Added: 32,609 shares of common stock at an exercise price of $3.0188 per share and expiring on February 13, 2030.
+Added: exercise prices of the warrants issued to the institutional investors and to the placement agent are subject to customary adjustments
+Added: for stock splits, stock dividends, stock combinations, reclassifications, reorganizations, or similar events affecting the Company’s
+Added: common stock.
+Added: In addition, the warrants issued to the institutional investors contain a “fundamental transaction” provision
+Added: whereby in the event of a fundamental transaction (including a sale or transfer of assets or ownership of the Company as defined in the
+Added: warrant agreement) within the Company’s control, the holders of the unexercised common stock warrants would be entitled to receive,
+Added: in exchange for extinguishment of the warrants, cash consideration equal to a Black-Scholes valuation, as defined in the warrant agreement.
+Added: If such fundamental transaction is not within the Company’s control, the warrant holders would only be entitled to receive the
+Added: same form of consideration (and in the same proportion) as the holders of the Company’s common stock.
+Added: in the event of a change in control of the Company or a sale or transfer of all or substantially all of the Company’s assets, as
+Added: defined in the warrants, to the extent that the warrants issued to the institutional investors are outstanding at the effective date
+Added: that such a transaction is closed, this “fundamental transaction” provision would entitle the holders to substantial cash
+Added: consideration, thus reducing the amounts to be retained by the Company or potentially distributable to the Company’s stockholders.
+Added: management has broad discretion over the use of the proceeds from any stock offerings we may conduct in the future and we may apply it
+Added: to uses that do not improve our operating results or the value of our common stock.
+Added: management will have broad discretion in the application of the net proceeds from any stock offerings, and investors will be relying
+Added: solely on the judgment of our management regarding the application of these proceeds.
+Added: Although we expect to use the net proceeds from
+Added: an offering for working capital and general corporate purposes, including the ongoing clinical development of our lead compound LB-100,
+Added: we have not allocated these net proceeds for specific purposes.
+Added: Investors will not have the opportunity, as part of their investment
+Added: decision, to assess whether the proceeds are being used appropriately.
+Added: Our use of the proceeds may not improve our business prospects
+Added: or increase the value of our common stock.
+Added: part of the Company’s ongoing process of evaluating various alternatives to obtain the capital required to fund its operations
+Added: and maintain its listing on Nasdaq, management may decide to consider a wide variety of strategic alternatives, and there can be no assurances
+Added: that any such transaction, if implemented, would enhance stockholder value, and could be highly dilutive to existing stockholders.
+Added: Company is evaluating various alternatives to obtain the capital required to fund its operations and maintain its listing on Nasdaq,
+Added: including merger or acquisition opportunities (including reverse mergers) and funding transactions involving a change in control.
+Added: can be no assurances that the evaluation process will result in the identification of an appropriate transaction, the negotiation and
+Added: execution of a definitive agreement to effect such a transaction, or that any such transaction will ultimately be approved by the Company’s
+Added: stockholders and then be consummated.
+Added: Depending on various factors, many of which are outside the control of the Company, our failure
+Added: to enter into and consummate a strategic transaction could have a material adverse effect on our ability to continue to operate and finance
+Added: our business, and on the market price of our common stock.
+Added: Even if such a strategic transaction is consummated, there can be no assurances
+Added: that it will enhance stockholder value, and it may result in substantial dilution to existing stockholders.
+Added: Any potential transaction
+Added: would be dependent on a number of factors that may be outside of our control, including, among other things, market conditions, industry
+Added: trends, the interest of third parties in a potential transaction with the Company, and the availability of appropriate financing for
+Added: such a transaction.
+Added: If we are unable to raise the required capital to fund our operations, or to enter into a strategic transaction in
+Added: the near future, we may need to curtail or cease operations, which could result in a total loss of stockholders’ investment.
price of our common stock or warrants might fluctuate substantially.
44 unchanged sentences
respectively.
−Removed: order to achieve compliance with the $1.00 minimum closing bid price requirement of the Nasdaq Capital Market, the Company held a special
−Removed: meeting of stockholders on May 26, 2023 to seek approval for an amendment to the Company’s Certificate of Incorporation to effect
−Removed: a reverse stock split of its issued and outstanding shares of common stock.
−Removed: As a result of the approval of this amendment, the Company
−Removed: effected a 1-for-10 reverse stock split of its issued and outstanding common stock effective on Friday, June 2, 2023.
−Removed: Commencing with
−Removed: the opening of trading on the Nasdaq Capital Market on Monday, June 5, 2023, the Company’s common stock began trading on a post-split
−Removed: basis under the same symbol LIXT.
−Removed: The Company subsequently received confirmation from Nasdaq that it had regained compliance with the
−Removed: minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) and currently meets all other applicable criteria
−Removed: for continued listing.
−Removed: there can be no assurances that the Company will be able to remain in compliance with the $1.00 minimum bid price requirement over time,
−Removed: or that it will be successful in maintaining compliance with any of the other Nasdaq continued listing requirements.
+Added: June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock in order to remain in compliance
+Added: with the $1.00 minimum closing bid price requirement of Nasdaq.
+Added: However, there can be no assurances that the Company will be able to
+Added: remain in compliance with the $1.00 minimum closing bid price requirement of Nasdaq over time.
+Added: In addition, Nasdaq has other continued
+Added: listing requirements, one of which is maintaining a minimum net stockholders’ equity of $2,500,000.
+Added: August 23, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock
+Added: Market LLC (“Nasdaq”) on August 19, 2024 indicating that the Company was not in compliance with the minimum stockholders’
+Added: equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b) (the “Stockholders’
+Added: Equity Requirement”).
+Added: October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement, which
+Added: outlined the Company’s proposed initiatives to regain compliance by raising equity capital through various registered equity offerings.
+Added: October 21, 2024, the Staff provided notice (the “Notice”) to the Company that it had granted an extension through February
+Added: 18, 2025 to regain compliance with the Stockholders’ Equity Requirement, which required that the Company complete its capital raising
+Added: initiatives and evidence compliance with the Stockholders’ Equity Requirement through filing a Current Report on Form 8-K with
+Added: the Securities and Exchange Commission (the “SEC”) providing certain required information.
+Added: of February 18, 2025, the Company had not gained compliance with the Stockholders’ Equity Requirement.
+Added: Accordingly, on February
+Added: 19, 2025, the Company received a Staff determination letter from the Staff stating that the Company did not meet the terms of the extension
+Added: because it did not complete its proposed financing initiatives to regain compliance.
+Added: Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted.
+Added: The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s
+Added: Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no
+Added: later than August 18, 2025.
+Added: At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the
+Added: Stockholders’ Equity Requirement for continued listing.
+Added: However, there can be no assurances that the Hearings Panel will grant
+Added: the Company an extension of time to regain compliance, or that the Company will be able to regain compliance during any extension period.
+Added: During the appeal process the Company’s common shares and warrants will continue to trade on The Nasdaq Capital Market.
+Added: Company intends to take reasonable measures available to regain compliance under Nasdaq’s listing rules and to remain listed on
+Added: However, there can be no assurances that the Company will ultimately regain compliance with the Stockholders’ Equity Rule,
+Added: or be able to maintain compliance with all other applicable requirements for continued listing on Nasdaq.
+Added: If the Company does not regain
+Added: compliance with Nasdaq’s continued listing requirements within the time period permitted by Nasdaq, then the Company’s securities
+Added: will be delisted from Nasdaq.
the Company were to be delisted from Nasdaq, its common stock and warrants may be eligible for trading on an over-the-counter market.
45 unchanged sentences
cause our share price to fall.
−Removed: expect that significant additional capital will be needed in the future to continue our planned operations, including increased marketing,
−Removed: hiring new personnel, commercializing our intended product, and continuing activities as an operating public company.
−Removed: To the extent we
−Removed: raise additional capital by issuing equity securities, our stockholders might experience substantial dilution.
−Removed: We might sell common stock
−Removed: (with or without warrants), convertible securities or other equity securities in one or more transactions at prices and in a manner we
−Removed: determine from time to time.
−Removed: If we sell common stock, convertible securities or other equity securities in more than one transaction,
−Removed: investors might be materially diluted by subsequent sales.
−Removed: Such sales might also result in material dilution to our existing stockholders,
−Removed: and new investors could gain rights superior to our existing stockholders.
+Added: the future, we will need to issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership
+Added: interests of our stockholders.
+Added: We may also issue additional common stock, warrants or other securities that are convertible into or exercisable
+Added: for common stock in connection with future mergers or acquisitions, future sales of securities for capital raising purposes, or for other
+Added: business purposes, in one or more transactions at prices and in a manner that we determine from time to time.
+Added: The future issuance of
+Added: any such additional shares of common stock may create downward pressure on the trading price of the common stock.
+Added: There can be no assurances
+Added: that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any
+Added: capital raising efforts, and the new investors could gain rights superior to our existing stockholders in any such transactions.
do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.
72 unchanged sentences
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.