Item 1A. Risk Factors
Item 1A. Risk Factors
The following risk factor is in addition to the risks and uncertainties described under Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. The effects of the events
and circumstances described in the following risk factor may, directly or indirectly, heighten, exacerbate or otherwise bring to fruition many of the risks contained in our annual, quarterly, and periodic reports filed with the SEC.
If we cannot regain compliance with the continued listing requirements of Nasdaq, Nasdaq will delist our common stock.
Our Common Stock is currently listed on Nasdaq. On July 2, 2026, we received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of Nasdaq notifying us that that for the last 30 consecutive business
days, the closing bid price for our Common Stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”).
The Minimum Bid Price Notice has no effect on the listing of our Common Stock, and our Common Stock will continue to trade on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided until December 29, 2026 to
regain compliance with the Nasdaq Minimum Bid Price Requirement, which requires that the closing bid price of our Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive business days (or such longer period as Nasdaq may
require in its discretion).
If we are unable to regain compliance with the Nasdaq Minimum Bid Price Requirement, we may be eligible for an additional 180-day compliance period. To qualify, we will be required to 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 Nasdaq Minimum Bid Price Requirement and will need to provide written notice to Nasdaq of our intention to cure the
deficiency during the second compliance period. In addition, if our Common Stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a delisting determination under Listing Rule 5810, our Common Stock will
be suspended from trading, and we will be ineligible for any compliance period that would otherwise be available under Rule 5810(c)(3)(A). If we do not qualify for the second compliance period or fail to regain compliance during the second
180-day period, Nasdaq will notify us of its determination to delist our Common Stock.
There can be no assurance that we will be able to regain compliance with the Nasdaq Minimum Bid Price Requirement. A delisting of our Common Stock could negatively impact us by, among other things:
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reducing the liquidating and market price of our Common Stock;
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reducing the number of investors, including institutional investors, willing to hold or acquire our Common Stock, which could negatively impact our ability to raise equity;
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decreasing the amount of news and analyst coverage relating to us;
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limiting our ability to issue additional securities, obtain additional financing or pursue strategic restructuring, refinancing or other transactions; and
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impacting our reputation and, as a consequence, our ability to attract new business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of the Company’s equity securities during the quarter ended June 30, 2026, that were not otherwise disclosed in a Current Report on Form 8–K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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