What changed in this filing

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Item 1A. Risk Factors

2024-05-09 compared with 2023-11-09 · 59 added, 10 removed, 7 unchanged (91% of the section changed)

There have been no material

changes in our risk factors set forth in Part I, “Item 1A.

Other than set forth below,

there have been no material changes in our risk factors set forth in Part I, “Item 1A.

Risk Factors” in our 2023 Form 10-K.

The risk factors disclosed

in Part I, “Item 1A.

Risk Factors” in our 2022 Form 10-K could materially adversely affect our business, financial condition,

or results of operations.

This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,

including these risks.

Additional risks not currently known or currently material to us may also harm our business.

The risk factor set forth below and risk factors disclosed in Part I, “Item 1A.

Risk Factors” in our 2023 Form 10-K could

materially adversely affect our business, financial condition, or results of operations.

This Quarterly Report on Form 10-Q also contains

forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in

these forward-looking statements as a result of certain factors, including these risks.

Additional risks not currently known or currently

material to us may also harm our business.

We may not be able to regain, or maintain,

compliance with the continued listing requirements of The Nasdaq Capital Market.

On January 24, 2024, we received

notice (the “ Notification Letter ”) from Nasdaq notifying us that we are not in compliance with the minimum bid price

requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(a)(2)

requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure

to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

closing bid price of our common stock for the 30 consecutive business days prior to the date of the Notification Letter, we no longer

meet the minimum bid price requirement.

The Notification Letter does

not impact our listing on The Nasdaq Capital Market at this time.

The Notification Letter states that we have 180 calendar days, or until

July 22, 2024, to regain compliance.

To regain compliance, the bid price of our common stock must have a closing bid price of at least

$1.00 per share for a minimum of 10 consecutive business days at any time prior to July 22, 2024.

In the event that we do not regain compliance

by July 22, 2024, we may be eligible for additional time to reach compliance with the minimum bid price requirement.

However, if we fail

to regain compliance with the minimum bid price listing requirement or fail to maintain compliance with all other applicable continued

listing requirements and Nasdaq determines to delist our common stock, the delisting could adversely impact us by, among other things,

reducing the liquidity and market price of our common stock;

reducing the number of investors willing to hold or acquire our common stock;

limiting our ability to issue additional securities in the future;

and limiting our ability to fund our operations.

We are currently evaluating

options to resolve such deficiency, including by effecting a reverse stock split of our common stock.

Additionally, Nasdaq Listing

Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2.5 million

for continued listing.

As of March 31, 2024, our stockholders’ equity was $5.6 million and there can be no assurance that we will

be able to maintain or increase our stockholders’ equity in the future.

If our stockholders equity falls below $2.5 million, as

a result of operating losses or for other reasons, or if we are unable to demonstrate to Nasdaq’s satisfaction that we subsequently

regained compliance with this requirement, Nasdaq will notify us of such non-compliance.

If we receive such notice from Nasdaq, in accordance

with the Nasdaq Listing Rules, we will have 45 calendar days from the date of the notification to submit a plan to regain compliance with

Nasdaq Listing Rule 5550(b)(1).

If our compliance plan is accepted, we may be granted up to 180 calendar days from the date of the initial

notification to evidence compliance.

If our compliance plan is not accepted or we are otherwise unable to evidence compliance within Nasdaq’s

allotted timeframe, Nasdaq may take steps to delist our common stock.

Such a delisting would have

an adverse effect on the market liquidity of our securities, decrease the market price of our securities, result in the potential loss

of confidence by investors, suppliers, customers and employees and fewer business development opportunities, and adversely affect our

ability to obtain financing for the continuation of our operations.

We are actively monitoring our stockholders’ equity and will

consider any and all options available to us to maintain compliance with Nasdaq Listing Rule 5550(b)(1).

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

5 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.

What changed 10-Q

Item 1A. Risk Factors