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Item 1A. Risk Factors

2023-03-31 compared with 2022-05-13 · 469 added, 684 removed, 168 unchanged (87% of the section changed)

Investing in our common stock involves a high degree of risk.

You should carefully consider the following risk factors and all other information contained in this form 10-K,

including the consolidated financial statements and the related notes, before purchasing our Common Stock.

If any of the following risks actually occur, they may materially harm our business and our financial condition and results of operations.

You should carefully consider the following risk factors and all other information contained in this Annual Report on

Form 10-K, including the consolidated financial statements and the related notes, before purchasing our common stock.

If any of the following risks actually occur, they may materially harm our business and our financial condition and results of

In any such event, the market price of our common stock could decline, and you could lose all or part of your investment.

Below is a summary of the Risk Factors that are reported in this 10-K for reference.

The full report of Risk Factors follows the summary.

Risks Related to our Business

Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern.

We will be required to

raise additional funds to finance our operations and remain a going concern;

we may not be able to do so, and/or the terms of any financings may not be advantageous to us.

We have a history of losses, and we may continue to incur losses and may not achieve or maintain profitability.

If we are unable to successfully raise additional capital, our viability may be threatened;

however, if we do raise additional capital, your percentage ownership as a stockholder could decrease and constraints could be placed on the

operations of our business.

The coronavirus, or COVID-19, pandemic has materially and adversely affected our clinical trial operations and may materially and adversely affect our financial results.

Our product candidates may not be developed or commercialized successfully.

The medical device/therapeutic product industries are highly competitive and subject to rapid technological change.

If our competitors are better able to develop and market products that are safer and more effective than any products

we may develop, our commercial opportunities will be reduced or eliminated.

If our products and product candidates do not gain market acceptance among physicians, patients and the medical community, we may be unable to generate significant revenues, if any.

We may not successfully establish and maintain licensing and/or partnership arrangements for our technology for non-medical uses, which could adversely affect our ability to develop and commercialize our non-medical technology.

Many of our product component materials are only produced by a single supplier for such product component.

If we are unable to obtain product component materials and other products from our suppliers that we depend on for our

operations, or find suitable replacement suppliers, our ability to deliver our products to market will likely be impeded, which could have a material adverse effect on us.

We currently sell our products through distributors and partners.

Our business and results of operations could be adversely affected by any business disruptions or credit or other financial difficulties experienced by such distributors

We have entered into an agreement with companies owned by a current board member and stockholder that could delay or prevent an acquisition of our company and could result in the dilution of our stockholders in the event of our change

The loss of our key management would likely hinder our ability to execute our business plan.

We face an inherent risk of liability in the event that the use or misuse of our product candidates results in personal injury or death.

We are dependent on information technology and our systems and infrastructure face certain risks, including from cybersecurity breaches and data leakage.

We generate a portion of our revenue internationally and are subject to various risks relating to our international activities which could adversely affect our operating results.

Provisions in our Articles of Incorporation, Bylaws and Nevada law might decrease the chances of an acquisition.

Regulatory Risks

The results of our clinical trials may be insufficient to obtain regulatory approval for our product candidates.

We are subject to extensive governmental regulation, including the requirement of FDA approval or clearance, before our product candidates may be marketed.

Patients may discontinue their participation in our clinical studies, which may negatively impact the results of these studies and extend the timeline for completion of our development programs.

We rely on third parties to conduct our clinical trials, and their failure to perform their obligations in a timely or competent manner may delay development and commercialization of our device.

We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.

Regulatory approval of our product candidates may be withdrawn at any time.

Federal regulatory reforms may adversely affect our ability to sell our products profitably.

Failure to obtain regulatory approval in foreign jurisdictions will prevent us from marketing our products abroad.

If we fail to obtain an adequate level of reimbursement for our approved products by third party payers, there may be no commercially viable markets for our approved products or the markets may be much smaller than expected.

Uncertainty surrounding and future changes to healthcare law in the United States may have a material adverse effect on us.

If we fail to comply with the United States Federal Anti-Kickback Statute, False Claims Act and similar state laws, we could be subject to criminal and civil penalties and exclusion from the Medicare and Medicaid programs, which would

have a material adverse effect on our business and results of operations.

Failure to comply with the HIPAA Privacy, Security and Breach Notification Regulations, as such rules become applicable to our business, may increase our operational costs.

We face periodic reviews and billing audits from governmental and private payors and these audits could have adverse results that may negatively impact our business.

Product quality or performance issues may be discovered through ongoing regulation by the FDA and by comparable international agencies, as well as through our internal standard quality process.

The use of hazardous materials in our operations may subject us to environmental claims or liability.

Risks Related to Intellectual Property

The protection of our intellectual property is critical to our success and any failure on our part to adequately protect those rights could materially adversely affect our business.

Patent applications owned by us or licensed to us may not result in issued patents, and our competitors may commercialize the discoveries we attempt to patent.

Our patents may not be valid or enforceable and may be challenged by third parties.

Issued patents and patent licenses may not provide us with any competitive advantage or provide meaningful protection against competitors.

The ability to market the products we develop is subject to the intellectual property rights of third parties.

Risks Related to our Common Stock

Our stock price is volatile.

There is currently a limited trading market for our common stock and we cannot predict how liquid the market might become.

Trading for our common stock is limited under the SEC’s penny stock regulations, which has an adverse effect on the liquidity of our common stock.

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

We have not paid dividends in the past and do not expect to pay dividends in the future.

Any return on investment may be limited to the value of our common stock.

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

We have not sought an advisory stockholder vote to approve the compensation of our named executive officers.

Because we did not comply with our SEC filing obligations, our stock may become subject to limitations or reduction in stock price, liquidity, or volume.

We will need to improve our internal controls and procedures in order to remain current with our securities-related requirements.

Risks Related to our Business

Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have

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

Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have raised

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

We will be required to raise additional funds to finance our operations and remain a going concern;

we may not be able to do

so, and/or the terms of any financings may not be advantageous to us.

we may not be able to do so, and/or

the terms of any financings may not be advantageous to us.

The continuation of our business is dependent upon raising additional capital.

We expect to devote substantial resources for the commercialization of the dermaPACE ® and will continue to research and develop the non-medical uses of the PACE technology, both of which will require additional capital resources.

We incurred a net loss

of $27.3 million and $30.9 million for the years ended December 31, 2021 and 2020, respectively.

The operating losses and the events of default on the Company’s notes payable indicate substantial doubt about the Company’s ability to continue as a

going concern for a period of at least twelve months from the filing of this Form 10-K.

As of December 31, 2021, we had an accumulated deficit of $183.9 million and cash and cash equivalents of $619 thousand .

For the years ended December 31, 2021 and 2020,

the net cash used by operating activities was $6.7 million and $12.7 million, respectively.

Cash used in operations averaged $1.1 million per month in the first quarter of 2021, approximately $700 thousand for

the second quarter, approximately $400 thousand for the third quarter and approximately $50 thousand for the fourth quarter.

We expect to devote substantial resources for the commercialization of the PACE and will continue to

research and develop the non-medical uses of the PACE technology, both of which will require additional capital resources.

We incurred a net loss of $10.3 million and $27.3 million for the years ended December 31, 2022, and 2021, respectively.

operating losses and the events of default on the Company’s notes payable indicate substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the filing of this Annual Report on Form 10-K.

The continuation of our business is dependent upon raising additional capital to fund operations.

Management’s plans are to obtain additional capital in 2022 through investments

by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible

into common stock, or secured or unsecured debt.

These possibilities, to the extent available, may be on terms that result in significant dilution to our existing shareholders.

In addition, there can be no assurances that our plans to obtain

additional capital will be successful on the terms or timeline we expect, or at all.

Although no assurances can be given, management believes that potential additional issuances of equity or other potential financing transactions as

discussed above should provide the necessary funding for us.

If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or obtain funds through financing

transactions with unfavorable terms.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of

the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.

The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to

represent realizable or settlement values.

The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Our consolidated financial statements do not

include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

We have a history of losses, and we may continue to incur losses and may not achieve or maintain profitability.

For the year ended December 31, 2020, we had a net loss of $27.3 million and used $6.7 million of

cash in operations.

As of December 31, 2021, we had an accumulated deficit of $183.9 million and a total stockholders’ deficit of $39.0 million.

For the year ended December 31, 2020, we had an

accumulated deficit of $156.7 million and a total stockholders’ deficit of $13.7 million.

As a result of our significant research, clinical development, regulatory compliance and general and

administrative expenses, we expect to incur losses as we continue to incur expenses related to commercialization of the dermaPACE ® System and research and development of the non-medical uses of the PACE technology.

Even if we succeed in developing and commercializing the dermaPACE ® System or any other product candidates, we may not be able to generate sufficient revenues and we may never achieve or be able to maintain profitability.

Management plans to obtain additional capital in 2023 through investments by strategic

partners for market opportunities, or to raise capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt.

These possibilities, to the extent

available, may be on terms that result in significant dilution to our existing stockholders.

In addition, there can be no assurances that our plans to obtain additional capital will be successful on the terms or timeline we expect, or at all.

these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or, if available, to obtain funds through financing transactions with unfavorable terms.

The accompanying consolidated financial

statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities

in the normal course of business.

The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.

The consolidated financial statements do not include any

adjustment that might result from the outcome of this uncertainty.

Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and

liabilities that might be necessary should we be unable to continue as a going concern.

We recently restated our financial statements for prior periods, which resulted in unanticipated costs and may adversely affect investor confidence, our stock

price, our ability to raise capital in the future and our reputation and may result in stockholder litigation and regulatory actions.

On March 28, 2023, the Audit Committee of our Board of Directors, after discussion with management and with our independent registered public accounting firm, concluded that our previously issued

consolidated financial statements as of and for the quarter and nine months ended September 30, 2022, quarter and six months ended June 30, 2022 and quarter ended March 31, 2022 (the “Affected Periods”) should no longer be relied upon due to errors

related to inaccurate application of US GAAP.

As a result, we restated the financial statements for the Affected Periods.

Because of these restatements, we incurred unanticipated costs for accounting and legal fees, and the restatements may have the effect of eroding investor confidence in our company and our financial

reporting and accounting practices and processes and may raise reputational issues for our business.

The restatements may negatively impact the trading price of our securities and make it more difficult for us to raise capital on acceptable terms, or

In addition, the restatements and related material weaknesses in our internal control over financial reporting may also result in stockholder litigation against us, or adverse regulatory consequences, including investigations, penalties, or

suspensions by the SEC.

Any such regulatory consequences, litigation, claim or dispute, whether successful or not, could subject us to additional costs, divert the attention of our management, or impair our reputation.

Each of these consequences

could have a material adverse effect on our business, results of operations and financial condition.

We have identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses, or if we identify

additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting or disclosure controls and procedures, it may result in material misstatements of our consolidated financial statements or

cause us to fail to meet our periodic reporting obligations, which may adversely affect our business, financial condition, and results of operations.

We have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses are as follows:

Expertise and resources to analyze and properly apply U.S.

GAAP to complex and non-routine transactions such as complex financial

instruments and derivatives and complex sales distributing agreements with select vendors.

A lack of internal resources to analyze and properly apply U.S.

GAAP to accounting for financial instruments included in service

agreements with select vendors.

The Company has failed to design and implement controls around all accounting and IT processes and procedures and, as such, we believe

that all its accounting and IT processes and procedures need to be re-designed and tested for operating effectiveness.

We are taking certain measures to remediate these material weaknesses described above as described in Part II, Item 9A of this Annual Report on Form 10-K;

however, such material weaknesses had not been

remediated as of December 31, 2022.

In addition, due to the material weaknesses in internal control over financial reporting, we have also determined that our disclosure controls and procedures were ineffective as of December 31, 2022.

weaknesses will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these

controls are effective.

There can be no assurance as to when the material weaknesses will be remediated.

At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this

remediation plan;

however, these remediation measures will be time consuming, will result in us incurring significant costs, and will place significant demands on our financial and operational resources.

We cannot assure that the measures we have taken to date and may take in the future will be sufficient to remediate the control deficiencies that led to our material weaknesses in internal control over

financial reporting or that they will prevent or avoid potential future material weaknesses to be identified in the future.

The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost

limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud.

Any failure to design, implement and maintain effective internal control over financial reporting

and effective disclosure controls and procedures, or any difficulties encountered in their implementation or improvement, may result in additional material misstatements of our consolidated financial statements, or cause us to fail to meet our

periodic reporting obligations, which may adversely affect our business, financial condition and results of operations.

If we are unable to successfully raise additional capital, our viability may be threatened;

however, if we do raise additional capital, your percentage

ownership as a stockholder could decrease and constraints could be placed on the operations of our business.

We have experienced negative operating cash flows since our inception and have funded our operations primarily from proceeds received from sales of our capital stock, the issuance of

convertible promissory notes, the issuance of notes payable to related parties, the issuance of promissory notes, the sale of our veterinary division in June 2009 and product sales.

We will seek to obtain additional funds in the future through

equity or debt financings, or strategic alliances with third parties, either alone or in combination with equity financings.

These financings could result in substantial dilution to the holders of our common stock or require contractual or other

restrictions on our operations or on alternatives that may be available to us.

If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations.

Any such required financing may

not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material adverse effect on our business, financial condition and results of operations, or threaten our ability to continue

as a going concern.

however, if we do raise additional capital, your percentage ownership

as a stockholder could decrease and constraints could be placed on the operations of our business.

We have experienced negative operating cash flows since our inception and have funded our operations primarily from proceeds received from sales of our capital stock, the issuance of promissory notes

and convertible promissory notes, the issuance of notes payable to related parties, and product sales.

We will seek to obtain additional funds in the future either through equity or debt financings or through strategic alliances with third parties,

either alone or in combination with equity financings.

These financings could result in substantial dilution to the holders of our common stock or require contractual or other restrictions on our operations or on alternative business opportunities

that may be available to us.

In addition, because of our private placements in August and November 2022, we are currently prohibited from incurring or guaranteeing most kinds of debt issued by public or private investors, which further constrains our

options to raise capital.

If we can raise additional funds by issuing debt securities, these debt securities could impose significant additional restrictions on our operations.

Any such required financing may not be available in amounts or on terms

acceptable to us, and the failure to procure such required financing could have a material adverse effect on our business, financial condition, and results of operations, or threaten our ability to continue as a going concern.

A variety of factors could impact our need to raise additional capital, the timing of any required financings and the amount of such financings.

Factors that may cause our future capital

requirements to be greater than anticipated or could accelerate our need for funds include, without limitation:

Factors that may cause our future capital requirements to

be greater than anticipated or could accelerate our need for funds include, without limitation:

unanticipated expenditures in research and development or manufacturing activities;

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the failure to develop strategic alliances for the marketing of some of our product candidates;

additional inventory builds to adequately support the launch of new products;

unforeseen changes in healthcare reimbursement for procedures using any of our approved products;

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In addition, although we have no present commitments or understandings to do so, we may seek to expand our operations and product line through acquisitions.

Any acquisition would likely

increase our capital requirements.

The coronavirus, or COVID-19, pandemic has materially and adversely affected our clinical trial operations and may materially and adversely affect our

financial results.

The COVID-19 pandemic has affected many countries, including the United States and several European countries, where we are currently conducting clinical trials.

In response to the pandemic,

hospitals participating in the trials in affected countries have taken a number of actions, including restricting elective and other procedures that are not deemed to be life-threatening, suspending clinical trial activities and limiting access

to data monitoring.

As a result, patients enrolled in our clinical trials have had the start of their treatments postponed and ongoing treatment regimens may be delayed.

In addition, we do not have sufficient access to monitor trial data on a

timely basis.

These restrictions have had a materially adverse impact on our clinical operations.

The extent to which the COVID-19 pandemic may impact our clinical trial operations will depend on future developments, which are highly uncertain

and cannot be predicted with confidence, such as the duration of the outbreak, the spread and severity of COVID-19, and the effectiveness of governmental actions in response to the pandemic.

Furthermore, the spread of COVID-19 may materially

impact our ability to recruit and retain patients.

These consequences of the COVID-19 pandemic will delay and could adversely affect our ability to obtain regulatory approval for and to commercialize our products, increase our operating

expenses, and could have a material adverse effect on our financial results.

Our product candidates may not be developed or commercialized successfully.

Our product candidates are based on a technology that has not been used previously in the manner we propose and must compete with more established treatments currently accepted as the standards

Any acquisition would likely increase our

capital requirements.

Our product candidates may not be commercialized successfully.

Market acceptance of our products will largely depend on our ability to demonstrate their relative safety, efficacy, cost-effectiveness and ease of use.

We are subject to risks that:

the FDA or a foreign regulatory authority finds our product candidates ineffective or unsafe;

we do not receive necessary regulatory approvals;

the regulatory review and approval process may take much longer than anticipated, requiring additional time, effort and expense to respond to regulatory comments and/or directives;

the reimbursement for our products is difficult to obtain or is too low, which can hinder the introduction and acceptance of our products in the market;

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the patient and physician community does not accept our product candidates.

In addition, our product development program may be curtailed, redirected, eliminated or delayed at any time for many reasons, including:

adverse or ambiguous results;

undesirable side effects that delay or extend the trials;

the inability to locate, recruit, qualify and retain a sufficient number of clinical investigators or patients for our trials;

regulatory delays or other regulatory actions.

We cannot predict whether we will successfully develop and commercialize our product candidates.

We cannot predict whether we will successfully commercialize our product candidates.

If we fail to do so, we will not be able to generate substantial revenues, if any.

The medical device/therapeutic product industries are highly competitive and subject to rapid technological change.

If our competitors are better able to

develop and market products that are safer and more effective than any products we may develop, our commercial opportunities will be reduced or eliminated.

If our competitors are better able to develop

and market products that are safer and more effective than any products we may develop, our commercial opportunities will be reduced or eliminated.

Our success depends, in part, upon our ability to maintain a competitive position in the development of technologies and products.

We face competition from established medical device,

pharmaceutical and biotechnology companies, as well as from academic institutions, government agencies, and private and public research institutions in the United States and abroad.

Many of our principal competitors have significantly greater

financial resources and expertise than we do in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products.

Smaller or early-stage companies may also

prove to be significant competitors, particularly through collaborative arrangements, or mergers with, or acquisitions by, large and established companies, or through the development of novel products and technologies.

In 2019, Tissue Regeneration Technologies, LLC obtained clearance from the FDA for treatment of diabetic foot ulcers using non-focused shockwaves, as a 510(k) submission based on our dermaPACE ® System de novo clearance.

We take issue with the FDA’s decision regarding substantial equivalence of the unfocused shockwave

technology with the focused shockwave technology that we are marketing.

The so-called unfocused shockwaves, which in reality are pressure waves and not shockwaves, produce much lower energy compared to focused shockwaves, which makes the two

technologies non-equivalent in energy output in the treatment zone.

The industry in which we operate has undergone, and we expect it to continue to undergo, rapid and significant technological change, and we expect competition to intensify as technological

advances are made.

We face competition from established medical device, pharmaceutical and

biotechnology companies, as well as from academic institutions, government agencies, and private and public research institutions in the United States and abroad.

Many of our principal competitors have significantly greater financial resources and

expertise than we do in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products.

Smaller or early-stage companies may also prove to be significant

competitors, particularly through collaborative arrangements, or mergers with, or acquisitions by, large and established companies, or through the development of novel products and technologies.

For example, in 2019, Tissue Regeneration Technologies, LLC (DBAS Softwave) obtained clearance from the FDA for treatment of diabetic foot ulcers using non-focused shockwaves, as a 510(k) submission

based on our PACE system de novo clearance.

The industry in which we operate has undergone, and we expect it to continue to undergo, rapid and significant technological change, and we expect competition to intensify as technological advances are

Our competitors may develop and commercialize pharmaceutical, biotechnology or medical devices that are safer or more effective, have fewer side effects or are less expensive than any products that we may develop.

compete with our competitors in recruiting and retaining qualified scientific and management personnel, in establishing clinical trial sites and patient registration for clinical trials, and in acquiring technologies complementary to our programs

or advantageous to our business.

If our products and product candidates do not gain market acceptance among physicians, patients and the medical community, we may be unable to generate

significant revenues, if any.

Even if we obtain regulatory approval for our product candidates, they may not gain market acceptance among physicians, healthcare payers, patients and the medical community.

Market acceptance

will depend on our ability to demonstrate the benefits of our approved products in terms of safety, efficacy, convenience, ease of administration and cost effectiveness.

In addition, we believe market acceptance depends on the effectiveness of

our marketing strategy, the pricing of our approved products and the reimbursement policies of government and third-party payers.

Physicians may not utilize our approved products for a variety of reasons and patients may determine for any reason

that our product is not useful to them.

If any of our approved products fail to achieve market acceptance, our ability to generate revenues will be limited.

In addition, a significant health epidemic could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect the market for our

products, which could have a material adverse effect on our business, operating results and financial condition.

We may not successfully establish and maintain licensing and/or partnership arrangements for our technology for non-medical uses, which could adversely affect our ability to

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We may not be able to obtain, maintain or expand these or other licenses and collaborations or establish additional licensing and collaboration arrangements necessary to develop and commercialize our product candidates.

Even if we are

able to obtain, maintain or establish licensing or collaboration arrangements, these arrangements may not be on favorable terms and may contain provisions that will restrict our ability to develop, test and market our product candidates.

Furthermore, our licensing and collaboration agreements are subject to counterparty risk, and to the extent the licensors or other third parties that we enter into licensing, joint venture or other collaboration arrangements with face

operational, regulatory or financial difficulties, and to the extent we are unable to find suitable alternative counterparties in a timely manner, if at all, our business and results of operations could be materially adversely affected.

failure to obtain, maintain or establish licensing or collaboration arrangements on favorable terms could adversely affect our business prospects, financial condition or ability to develop and commercialize our technology for non-medical uses.

We expect to rely at least in part on third party collaborators to perform a number of activities relating to the development and commercialization of our technology for non-medical uses, including possibly the

design and manufacture of product materials, potentially the obtaining of regulatory or environmental approvals and the marketing and distribution of any successfully developed products.

Our collaborators also may have or acquire rights to

control aspects of our product development programs.

Even if we are able

to obtain, maintain or establish licensing or collaboration arrangements, these arrangements may not be on favorable terms and may contain provisions that will restrict our ability to develop, test and market our product candidates.

Furthermore, our

licensing and collaboration agreements are subject to counterparty risk, and to the extent the licensors or other third parties that we enter into licensing, joint venture or other collaboration arrangements with face operational, regulatory or

financial difficulties, and to the extent we are unable to find suitable alternative counterparties in a timely manner, if at all, our business and results of operations could be materially adversely affected.

Any failure to obtain, maintain or

establish licensing or collaboration arrangements on favorable terms could adversely affect our business prospects, financial condition, or ability to develop and commercialize our technology for non-medical uses.

and manufacture of product materials, the obtaining of regulatory or environmental approvals and the marketing and distribution of any successfully developed products.

Our collaborators also may have or acquire rights to control aspects of our

product development programs.

As a result, we may not be able to conduct these programs in the manner or on the time schedule we may contemplate.

In addition, if any of these collaborators withdraw support for our programs

or product candidates or otherwise impair their development, our business could be negatively affected.

In addition, if any of these collaborators withdraw support for our programs or product candidates or

otherwise impair their development, our business could be negatively affected.

To the extent we undertake any of these activities internally, our expenses may increase.

Many of our product component materials are only produced by a single supplier for such product component.

If we are unable to obtain product component

materials and other products from our suppliers that we depend on for our operations, or find suitable replacement suppliers, our ability to deliver our products to market will likely be impeded, which could have a material adverse effect on us.

If we are unable to obtain product component materials

and other products from our suppliers that we depend on for our operations, or find suitable replacement suppliers, our ability to deliver our products to market will likely be impeded, which could have a material adverse effect on us.

We depend on suppliers for product component materials and other components that are subject to stringent regulatory requirements.

Many of our product component materials are only produced by a single supplier for

such product component, and the loss of any of these suppliers could result in a disruption in our production.

If this were to occur, it may be difficult to arrange a replacement supplier because certain of these materials may only be available

from one or a limited number of sources.

Our suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to follow specific protocols and procedures, failure to comply with applicable regulations,

equipment malfunction and environmental factors.

In addition, some of our suppliers have been and will continue to be effect by supply chain problems resulting from the pandemic.

Due to these disruptions, we have experienced a few small backorder

situations on our UltraMIST® applicators.

Establishing additional or replacement suppliers for these materials may take a substantial period of time, as certain of these suppliers must be approved by regulatory authorities.

Many of our product component materials are only produced by a single supplier for such

product component, and the loss of any of these suppliers could result in a disruption in our production.

If this were to occur, it may be difficult to arrange a replacement supplier because certain of these materials may only be available from one

or a limited number of sources.

Our suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to follow specific protocols and procedures, failure to comply with applicable regulations, equipment malfunction

and environmental factors.

In addition, some of our suppliers have been and will continue to be affected by supply chain problems resulting from the pandemic.

Establishing additional or replacement suppliers for these materials may take a substantial

period of time, as certain of these suppliers must be approved by regulatory authorities.

If we are unable to secure, on a timely basis, sufficient quantities of the materials we depend on to manufacture our products, if we encounter delays or contractual or other difficulties in our relationships with

these suppliers, or if we cannot find replacement suppliers at an acceptable cost, then the manufacturing of our products may be disrupted, which could increase our costs and have a material adverse effect on our business and results of

We currently sell our products through distributors and partners.

Our business and results of operations could be adversely affected by any business

disruptions or credit or other financial difficulties experienced by such distributors or partners.

For a period of approximately three months following the August 6, 2020 Asset Purchase Agreement, we utilized the seller to fulfill certain customer orders and to collect related accounts

receivable payments from customer orders that originated from the acquired business after August 6, 2020.

For the year ended December 31, 2020, orders fulfilled by the seller comprised approximately 49% of the Company’s 2020 full year revenues.

As of December 31, 2020, accounts receivable balances that originated from these seller-fulfilled orders constituted approximately 46% of accounts receivable balances, all of which were either reserved as of December 31, 2020 or subsequently

collected during 2021.

For the year ended December 31, 2021, orders fulfilled by the seller comprised approximately 16% of the accounts receivable balances, and one other vendor comprised approximately 24% of the accounts receivable balances.

To the extent that our distributors or partners experience any business disruptions or credit or other financial difficulties, our revenues and the collectability of our accounts receivable could be negatively

If we are unable to establish, on a timely basis, relationships with new distributors or partners, our business and results of operations could be negatively impacted.

We have entered into an agreement with companies owned by a current board member and stockholder that could delay or prevent an acquisition of our company

and could result in the dilution of our stockholders in the event of our change of control.

On February 13, 2018, the Company entered into an Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs with Premier Shockwave Wound Care, Inc.

Premier Shockwave, Inc.

(“PS”), each of which is owned by A.

Michael Stolarski, a member of the Company’s board of directors and an existing stockholder of the Company.

Among other terms, the agreement contains provisions whereby in the event of

a change of control of the Company (as defined in the agreement), the stockholders of PSWC have the right and option to cause the Company to purchase all of the stock of PSWC, and whereby the Company has the right and option to purchase all

issued and outstanding shares of PSWC, in each case based upon certain defined purchase price provisions and other terms.

Such provision may have the effect of delaying or deterring a change in control of us, and as a result could limit the

opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

In addition, in the event we do experience a change of

control, such provision may cause dilution of our existing stockholder in the event that PSWC exercises its option to require the Company to purchase all issued and outstanding shares of PSWC and the Company finances some or all of such purchase

price through equity issuances.

these suppliers, or if we cannot find replacement suppliers at an acceptable cost, the manufacturing of our products may be disrupted, which could increase our costs and have a material adverse effect on our business and results of operations.

We have entered into an agreement with companies owned by a current board member and stockholder that could delay or prevent an acquisition of our Company and

could result in the dilution of our stockholders in the event of our change of control.

On February 13, 2018, we entered into an Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs with Premier Shockwave Wound Care, Inc.

(“PSWC”) and Premier Shockwave,

(“PS”), each of which is owned by a member of the Company’s board of directors and an existing stockholder of the Company.

Among other terms, the agreement contains provisions whereby in the event of a change of control of the Company (as

defined in the agreement), the stockholders of PSWC have the right and option to cause the Company to purchase all of the stock of PSWC, and whereby the Company has the right and option to purchase all issued and outstanding shares of PSWC, in each

case based upon certain defined purchase price provisions and other terms.

Such provision may have the effect of delaying or deterring a change in control of the Company, and as a result could limit the opportunity for our stockholders to receive a

premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

In addition, in the event we do experience a change of control, such provision may cause dilution of our

existing stockholders if PSWC exercises its option to require the Company to purchase all issued and outstanding shares of PSWC and the Company finances some or all of such purchase price through equity issuances.

The loss of our key management would likely hinder our ability to execute our business plan.

As a small company with less than 40 employees, our success depends on the continuing contributions of our management team and qualified personnel.

Turnover, transitions or other disruptions in

our management team and personnel could make it more difficult to successfully operate our business and achieve our business goals and could adversely affect our results of operation and financial condition.

Our success depends in large part on

our ability to attract and retain highly qualified personnel.

We face intense competition in our hiring efforts from other pharmaceutical, biotechnology and medical device companies, as well as from universities and nonprofit research

organizations, and we may have to pay higher salaries to attract and retain qualified personnel.

The loss of one or more of these individuals, or our inability to attract additional qualified personnel, could substantially impair our ability to

implement our business plan.

We face an inherent risk of liability in the event that the use or misuse of our product candidates results in personal injury or death.

The use of our product candidates in clinical trials and the sale of any approved products may expose us to product liability claims which could result in financial loss.

Our clinical and

commercial product liability insurance coverage may not be sufficient to cover claims that may be made against us.

In addition, we may not be able to maintain insurance coverage at a reasonable cost, or in sufficient amounts or scope, to protect

us against losses.

Any claims against us, regardless of their merit, could severely harm our financial condition, strain our management team and other resources, and adversely impact or eliminate the prospects for commercialization of the product

candidate, or sale of the product, which is the subject of any such claim.

Although we do not promote any off-label use, off-label uses of products are common, and the FDA does not regulate a physician’s choice of treatment.

Off-label uses of any

product for which we obtain approval may subject us to additional liability.

Turnover, transitions or other disruptions in our

management team and personnel could make it more difficult to successfully operate our business and achieve our business goals and could adversely affect our results of operation and financial condition.

Our success depends in large part on our

ability to attract and retain highly qualified personnel.

We face intense competition in our hiring efforts from other pharmaceutical, biotechnology and medical device companies, as well as from universities and nonprofit research organizations, and

we may have to pay higher salaries to attract and retain qualified personnel.

The loss of one or more of these individuals, or our inability to attract additional qualified personnel, could substantially impair our ability to implement our business

We face an inherent risk of liability if the use or misuse of our products results in personal injury or death.

The sale of products may expose us to product liability claims which could result in financial loss.

Our clinical and commercial product liability insurance coverage may not be sufficient to cover

claims that may be made against us.

In addition, we may not be able to maintain insurance coverage at a reasonable cost, or in sufficient amounts or scope, to protect us against losses.

Any claims against us, regardless of their merit, could severely

harm our financial condition, strain our management team and other resources, and adversely impact or eliminate the prospects for commercialization of the product candidate, or sale of the product, that is the subject of any such claim.

do not promote any off-label use, off-label uses of products are common, and the FDA does not regulate a physician’s choice of treatment.

Off-label uses of any of our products may subject us to additional liability.

We are dependent on information technology and our systems and infrastructure face certain risks, including from cybersecurity breaches and data leakage.

We rely to a large extent upon sophisticated information technology systems to operate our businesses, some of which are managed, hosted, provided and/or used by third parties or their vendors.

We collect, store and transmit large amounts of confidential information, and we deploy and operate an array of technical and procedural controls to maintain the confidentiality and integrity of such confidential information.

A significant

breakdown, invasion, corruption, destruction or interruption of critical information technology systems or infrastructure, by our workforce, others with authorized access to our systems or unauthorized persons could negatively impact our

The ever-increasing use and evolution of technology, including cloud-based computing, creates opportunities for the unintentional dissemination or intentional destruction of confidential information stored in our or our third-party

providers’ systems, portable media or storage devices.

We could also experience, and in some cases have experienced in the past, a business interruption, theft of confidential information, financial theft, or reputational damage from industrial

espionage attacks, malware, spoofing or other cyber-attacks, which may compromise our system infrastructure, lead to data leakage, either internally or at our third-party providers, or materially adversely impact our financial condition.

previously disclosed that we have experienced cybersecurity breaches from email spoofing.

While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions

or security breaches.

Any such interruption or breach of our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information or intellectual property, and could result in

financial, legal, business and reputational harm to us.

We generate a portion of our revenue internationally and are subject to various risks relating to our international activities which could adversely

affect our operating results.

collect, store, and transmit large amounts of confidential information, and we deploy and operate an array of technical and procedural controls to maintain the confidentiality and integrity of such confidential information.

A significant breakdown,

invasion, corruption, destruction or interruption of critical information technology systems or infrastructure, by our workforce, others with authorized access to our systems or unauthorized persons could negatively impact our operations.

ever-increasing use and evolution of technology, including cloud-based computing, creates opportunities for the unintentional dissemination or intentional destruction of confidential information stored in our or our third-party providers’ systems,

portable media, or storage devices.

We could also experience, and in some cases have experienced in the past, a business interruption, theft of confidential information, financial theft, or reputational damage from industrial espionage attacks,

malware, spoofing or other cyber-attacks, which may compromise our system infrastructure, lead to data leakage, either internally or at our third-party providers, or materially adversely impact our financial condition.

We have previously disclosed that we have experienced cybersecurity breaches from email spoofing.

While we have invested in the protection of data and information technology, there can be no assurance

that our efforts will prevent service interruptions or security breaches.

Any such interruption or breach of our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information or

intellectual property, and could result in financial, legal, business, and reputational harm to us.

We generate a portion of our revenue internationally and are subject to various risks relating to our international activities, which could adversely affect our

operating results.

A portion of our revenue comes from international sources, and we anticipate that we will continue to expand our overseas operations.

Engaging in international business involves a number of

difficulties and risks, including:

Engaging in international business involves several difficulties and

risks, including, but not limited to, the following:

required compliance with existing and changing foreign healthcare and other regulatory requirements and laws, such as those relating to patient privacy or handling of bio-hazardous waste;

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export or import restrictions;

various reimbursement and insurance regimes;

laws and business practices favoring local companies;

political and economic instability,

potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers;

foreign exchange controls; and

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As we expand internationally, our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates.

Our expenses are

generally denominated in the currencies in which our operations are located, which is in the United States.

Our expenses are generally

denominated in the currencies in which our operations are located, which is in the United States.

If the value of the U.S.

dollar increases relative to foreign currencies in the future, in the absence of a corresponding change in local

currency prices, our future revenue could be adversely affected as we convert future revenue from local currencies to U.S.

dollar increases relative to foreign currencies in the future, in the absence of a corresponding change in local currency

prices, our future revenue could be adversely affected as we convert future revenue from local currencies to U.S.

The COVID-19 pandemic has materially and adversely affected our financial results.

The COVID-19 pandemic has affected many countries, including the United States and several European countries.

The consequences of the COVID-19 pandemic adversely affect our ability to commercialize our

products, ability to build inventory, increase our operating expenses, and has had a material adverse effect on our financial results.

We have experienced a disruption of our supply channels during the years ended December 31, 2022, and 2021.

the pandemic caused continued or additional actions by hospitals and clinics such as limiting elective procedures and treatments and limiting clinical trial activities and data monitoring.

These factors have had a negative impact on our sales and our

results of operations and may continue to have a negative impact in the future.

Provisions in our Articles of Incorporation, Bylaws and Nevada law might decrease the chances of an acquisition.

Provisions of our Articles of Incorporation and Bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control or change

in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.

Some of the following provisions in our

Articles of Incorporation and Bylaws that implement these are:

stockholders may not vote by written consent;

advance notice of business to be brought is required for a meeting of the Company’s stockholders;

Provisions of our Articles of Incorporation and Bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control or change in our

management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.

Some of the following provisions in our Articles of

Incorporation or Bylaws that may decrease our attractiveness to be acquired are:

advance notice of business to be brought is required for a meeting of our stockholders;

no cumulative voting rights for the holders of common stock in the election of directors;

vacancies in the board of directors may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

In addition, Section 78.438 of the Nevada Revised Statutes prohibits a publicly-held Nevada corporation from engaging in a business combination with an interested stockholder (generally defined

as a person which together with its affiliates owns, or within the last three years has owned, 10% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder) unless the

business combination is approved in a prescribed manner.

The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common

They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

In addition, Section 78.438 of the Nevada Revised Statutes prohibits a publicly-held Nevada corporation from engaging in a business combination with an interested stockholder (generally defined as a

person which together with its affiliates owns, or within the last three years has owned, 10% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder) unless the business

combination is approved in a prescribed manner.

The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock.

also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

Regulatory Risks

The results of our clinical trials may be insufficient to obtain regulatory approval for our product candidates .

We will only receive regulatory approval to commercialize a product candidate if we can demonstrate to the satisfaction of the FDA or the applicable foreign regulatory agency, in well designed

and conducted clinical trials, that the product candidate is safe and effective.

If we are unable to demonstrate that a product candidate is safe and effective in advanced clinical trials involving large numbers of patients, we will be unable to

submit the necessary application to receive regulatory approval to commercialize the product candidate.

We face risks that:

the product candidate may not prove to be safe or effective;

the product candidate’s benefits may not outweigh its risks;

the results from advanced clinical trials may not confirm the positive results from pre-clinical studies and early clinical trials;

the FDA or comparable foreign regulatory authorities may interpret data from pre-clinical and clinical testing in different ways than us;

the FDA or other regulatory agencies may require additional or expanded trials and data.

We are subject to extensive governmental regulation, including the requirement of FDA approval or clearance, before our product candidates may be

The process of obtaining FDA approval is lengthy, expensive and uncertain, and we cannot be sure that our product candidates will be approved in a timely fashion, or at all.

If the FDA does not

approve or clear our product candidates in a timely fashion, or at all, our business and financial condition would likely be adversely affected.

The FDA has determined that our technology and product candidates constitute “medical devices” and

are thus subject to review by the Center for Devices and Radiological Health.

However, we cannot be sure that the FDA will not select a different center and/or legal authority for one or more of our other product candidates, in which case

applicable governmental review requirements could vary in some respects and be more lengthy and costly.

Both before and after approval or clearance of our product candidates, we and our product candidates, our suppliers and our contract manufacturers are subject to extensive regulation by

governmental authorities in the United States and other countries.

Failure to comply with applicable requirements could result in, among other things, any of the following actions:

We are subject to extensive governmental regulation, including the FDA.

We and our product candidates, our suppliers, and our contract manufacturers are subject to extensive regulation by governmental authorities in the United States and other countries.

Failure to comply

with applicable requirements could result in, among other things, any of the following actions:

warning letters

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unanticipated expenditures

delays in FDA approval and clearance, or FDA refusal to approve or clear a product candidate;

product recall or seizure

interruption of manufacturing or clinical trials;

interruption of manufacturing

operating restrictions

injunctions, and

criminal prosecutions.

In addition to the approval and clearance requirements, numerous other regulatory requirements apply, both before and after approval or clearance, to us and our products and product candidates,

our suppliers and contract manufacturers.

These include requirements related to the following:

In addition to the approval and clearance requirements, numerous other regulatory requirements apply to us and our products and product candidates, our suppliers and contract manufacturers.

include requirements related to the following:

manufacturing

quality control

distribution;

reporting to the FDA certain adverse experiences associated with the use of the products;

obtaining additional approvals or clearances for certain modifications to the products or their labeling or claims.

We are also subject to inspection by the FDA and other international regulatory bodies to determine our compliance with regulatory requirements, as are our suppliers and contract manufacturers,

and we cannot be sure that the FDA and other international regulatory bodies will not identify compliance issues that may disrupt production or distribution or require substantial resources to correct.

The FDA’s requirements and international regulatory body requirements may change, and additional regulations may be promulgated that could affect us, our product candidates, and our suppliers

and contract manufacturers.

We are also subject to inspection by the FDA and other international regulatory bodies to determine our compliance with regulatory requirements, as are our suppliers and contract manufacturers, and we

cannot be sure that the FDA and other international regulatory bodies will not identify compliance issues that may disrupt production or distribution or require substantial resources to correct.

The FDA’s requirements and international regulatory body requirements may change, and additional regulations may be promulgated that could affect us, our product candidates, and our suppliers and

contract manufacturers.

We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action.

There can be no assurance that we will not be required to incur significant

costs to comply with such laws and regulations in the future, or that such laws or regulations will not have a material adverse effect upon our business.

Patients may discontinue their participation in our clinical studies, which may negatively impact the results of these studies and extend the timeline for

completion of our development programs.

Clinical trials for our product candidates require sufficient patient enrollment.

We may not be able to enroll a sufficient number of patients in a timely or cost-effective manner.

enrolled in our clinical studies may discontinue their participation at any time during the study as a result of a number of factors, including withdrawing their consent or experiencing adverse clinical events, which may or may not be judged to

be related to our product candidates under evaluation.

If a large number of patients in a study discontinue their participation in the study, the results from that study may not be positive or may not support a filing for regulatory approval of

the product candidate.

In addition, the time required to complete clinical trials is dependent upon, among other factors, the rate of patient enrollment.

Patient enrollment is a function of many factors, including

the following:

the size of the patient population;

the nature of the clinical protocol requirements;

the availability of other treatments or marketed therapies (whether approved or experimental);

our ability to recruit and manage clinical centers and associated trials;

the proximity of patients to clinical sites;

the patient eligibility criteria for the study.

We rely on third parties to conduct our clinical trials, and their failure to perform their obligations in a timely or competent manner may delay development and

commercialization of our device.

We engage a clinical research organization (CRO) and other third-party vendors to assist in the conduct of our clinical trials.

There are numerous sources that are capable of providing these services.

may face delays outside of our control if these parties do not perform their obligations in a timely or competent fashion or if we are forced to change service providers.

Any third party that we hire to conduct clinical trials may also provide

services to our competitors, which could compromise the performance of their obligations to us.

If we experience significant delays in the progress of our clinical trials, the commercial prospects for the product could be harmed and our ability

to generate product revenues would be delayed or prevented.

Any failure of the CRO and other third-party vendors to successfully accomplish clinical trial monitoring, data collection, safety monitoring and data management and the other services

they provide for us in a timely manner and in compliance with regulatory requirements could have a material adverse effect on our ability to complete clinical development of our product and obtain regulatory approval.

Problems with the timeliness

or quality of the work of the CRO may lead us to seek to terminate the relationship and use an alternate service provider.

However, making such changes may be costly and may delay our clinical trials, and contractual restrictions may make such a

change difficult or impossible.

Additionally, it may be difficult to find a replacement organization that can conduct our trials in an acceptable manner and at an acceptable cost.

We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.

Our clinical trials may be suspended at any time for several reasons.

For example, we may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the

clinical trial patients.

In addition, the FDA or other regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with

applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients.

Administering any product candidate to humans may produce undesirable side effects.

These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other

regulatory authorities denying further development or approval of our product candidates for any or all targeted indications.

Ultimately, some or all of our product candidates may prove to be unsafe for human use.

Moreover, we could be subject to

significant liability if any patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.

There can be no assurance that we will not be required to incur significant costs to

comply with such laws and regulations in the future, or that such laws or regulations will not have a material adverse effect upon our business.

Regulatory approval of our product candidates may be withdrawn at any time.

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reported after our products are made available to patients, and there can be no assurance that such approval will not be withdrawn or restricted.

Regulators may also subject approvals to restrictions or conditions or impose post-approval

obligations on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled.

Regulators may also subject approvals to restrictions or conditions or impose post-approval obligations

on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled.

If post-approval studies are required, such studies may involve significant time and expense.

The manufacturing facilities we use to make any of our products will also be subject to periodic review and inspection by the FDA or other regulatory authorities, as applicable.

The discovery of any new or

previously unknown problems with the product or facility may result in restrictions on the product or facility, including withdrawal of the product from the market.

We will continue to be subject to the FDA or other regulatory authority

requirements, as applicable, governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA or other

regulatory authority, as applicable, had approved.

If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating

restrictions and other adverse consequences.

Federal regulatory reforms may adversely affect our ability to sell our products profitably.

From time to time, legislation is drafted and introduced in the United States Congress that could significantly change the statutory provisions governing the clearance or approval, manufacture

and marketing of a medical device.

In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products.

It is impossible to predict whether legislative

changes will be enacted, or FDA regulations, guidance or interpretations changed, and what the impact of such changes on us, if any, may be.

The discovery of any new or previously

unknown problems with the product or facility may result in restrictions on the product or facility, including withdrawal of the product from the market.

We will continue to be subject to the FDA or other regulatory authority requirements, as

applicable, governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA or other regulatory authority, as

applicable, had approved.

If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse

consequences.

If we fail to obtain an adequate level of reimbursement for our approved products by third party payers, there may be no commercially viable markets for our

approved products, or the markets may be much smaller than expected.

The availability and levels of reimbursement by governmental and other third-party payers affect the market for our approved products.

The efficacy, safety, performance, and cost-effectiveness of our

products, and of any competing products will determine the availability and level of reimbursement.

Reimbursement and healthcare payment systems in international markets vary significantly by country and include both government sponsored healthcare

and private insurance.

To obtain reimbursement or pricing approval in some countries, we may be required to produce clinical data, which may involve one or more clinical trials, that compares the cost-effectiveness of our approved products to other

available therapies.

We may not obtain international reimbursement or pricing approvals in a timely manner, if at all.

Our failure to receive international reimbursement or pricing approvals would negatively impact market acceptance of our approved

products in the international markets in which those pricing approvals are sought.

We believe that, in the future, reimbursement for any of our products may be subject to increased restrictions both in the United States and in international markets.

Future legislation, regulation or

reimbursement policies of third-party payers may adversely affect the demand for our products currently under development and limit our ability to sell our products on a profitable basis.

In addition, third-party payers continually attempt to contain

or reduce the costs of healthcare by challenging the prices charged for healthcare products and services.

If reimbursement for our approved products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, market

acceptance of our approved products would be impaired and our future revenues, if any, would be adversely affected.

Failure to obtain regulatory approval in foreign jurisdictions will prevent us from marketing our products abroad.

International sales of our products and any of our product candidates that we commercialize are subject to the regulatory requirements of each country in which the products are sold.

Accordingly, the introduction of our product candidates in markets outside the United States will be subject to regulatory approvals in those jurisdictions.

Accordingly, the

introduction of our product candidates in markets outside the United States will be subject to regulatory approvals in those jurisdictions.

The regulatory review process varies from country to country.

Many countries impose

product standards, packaging and labeling requirements, and import restrictions on medical devices.

Many countries impose product standards,

packaging, and labeling requirements, and import restrictions on medical devices.

In addition, each country has its own tariff regulations, duties, and tax requirements.

The approval by foreign government authorities is

unpredictable and uncertain and can be expensive.

The approval by foreign government authorities is unpredictable and uncertain

and can be expensive.

Our ability to market our approved products could be substantially limited due to delays in receipt of, or failure to receive, the necessary approvals or clearances.

Prior to marketing our products in any country outside the United States, we must obtain marketing approval in that country.

Approval and other regulatory requirements vary by jurisdiction and

differ from the United States’ requirements.

Approval and other regulatory requirements vary by jurisdiction and differ

from the United States’ requirements.

We may be required to perform additional pre-clinical or clinical studies even if FDA approval has been obtained.

If we fail to obtain an adequate level of reimbursement for our approved products by third party payers, there may be no commercially viable markets for

our approved products or the markets may be much smaller than expected.

The availability and levels of reimbursement by governmental and other third-party payers affect the market for our approved products.

The efficacy, safety, performance and cost-effectiveness

of our product and product candidates, and of any competing products, will determine the availability and level of reimbursement.

Reimbursement and healthcare payment systems in international markets vary significantly by country and include both

government sponsored healthcare and private insurance.

To obtain reimbursement or pricing approval in some countries, we may be required to produce clinical data, which may involve one or more clinical trials, that compares the cost-effectiveness

of our approved products to other available therapies.

We may not obtain international reimbursement or pricing approvals in a timely manner, if at all.

Our failure to receive international reimbursement or pricing approvals would negatively

impact market acceptance of our approved products in the international markets in which those pricing approvals are sought.

We believe that, in the future, reimbursement for any of our products or product candidates may be subject to increased restrictions both in the United States and in international markets.

Future legislation, regulation or reimbursement policies of third-party payers may adversely affect the demand for our products currently under development and limit our ability to sell our products on a profitable basis.

In addition, third party

payers continually attempt to contain or reduce the costs of healthcare by challenging the prices charged for healthcare products and services.

If reimbursement for our approved products is unavailable or limited in scope or amount, or if pricing

is set at unsatisfactory levels, market acceptance of our approved products would be impaired and our future revenues, if any, would be adversely affected.

Uncertainty surrounding and future changes to healthcare law in the United States may have a material adverse effect on us.

The healthcare regulatory environment in the United States is currently subject to significant uncertainty and the industry may in the future continue to experience fundamental change as a result of regulatory

In March 2010, the former U.S.

President signed into law the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively the PPACA), which substantially changes

the way healthcare is financed by both governmental and private insurers, encourages improvements in the quality of healthcare items and services, and significantly impacts the biotechnology and medical device industries.

The PPACA, as amended,

includes, among other things, the following measures:

a new Patient-Centered Outcomes Research Institute to oversee, identify priorities and conduct comparative clinical effectiveness research;

payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled

payment models;

an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicare spending exceeds a specified growth rate;

a new abbreviated pathway for the licensure of biological products that are demonstrated to be biosimilar or interchangeable with a licensed biological product.

However, some of the provisions of the PPACA have yet to be fully implemented and certain provisions have been subject to judicial, Presidential and Congressional challenges.

In addition, the U.S.

Congress has also

made several attempts to repeal or modify the healthcare reform law.

In the coming years, there may continue to be additional proposals relating to the reform of the United States healthcare system.

Certain of these proposals could limit the

prices we are able to charge for our products or the amounts of reimbursement available for our products and could limit the acceptance and availability of our products.

The adoption of some or all of these proposals could have a material adverse

effect on our business, results of operations and financial condition.

Additionally, initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare costs, including price regulation and competitive pricing, are ongoing in the

United States and other markets.

We could experience an adverse impact on our operating results due to increased pricing pressure these markets.

Governments, hospitals and other third-party payors could reduce the amount of approved reimbursement

for our products or deny coverage altogether.

Reductions in reimbursement levels or coverage or other cost-containment measures could adversely affect our future operating results.

If we fail to comply with the United States Federal Anti-Kickback Statute, False Claims Act and similar state laws, we could be subject to criminal and

civil penalties and exclusion from the Medicare and Medicaid programs, which would have a material adverse effect on our business and results of operations.

A provision of the Social Security Act, commonly referred to as the Federal Anti-Kickback Statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return

for referring, ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable by Medicare, Medicaid or any other Federal healthcare program.

The Federal Anti-Kickback Statute is

very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations.

In addition, most of the states have adopted laws similar to the Federal Anti-Kickback Statute, and some of

these laws are even broader than the Federal Anti-Kickback Statute in that their prohibitions are not limited to items or services paid for by Federal healthcare programs, but instead apply regardless of the source of payment.

Violations of the

Federal Anti-Kickback Statute may result in substantial civil or criminal penalties and exclusion from participation in Federal healthcare programs.

time to time, legislation is drafted and introduced in the United States Congress that could significantly change the statutory provisions governing the clearance or approval, manufacture, marketing, and pricing of medical devices.

In addition, FDA

regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products.

We could experience an adverse impact on our operating results due to such changes, including increased

pricing pressure in these markets.

Governments, hospitals, and other third-party payors also could reduce the amount of approved reimbursement for our products or deny coverage altogether.

Reductions in reimbursement levels or coverage or other

cost-containment measures could adversely affect our future operating results.

If we fail to comply with the United States Federal Anti-Kickback Statute, False Claims Act, and similar state laws, we could be subject to criminal and civil penalties and exclusion

from the Medicare and Medicaid programs, which would have a material adverse effect on our business and results of operations.

A provision of the Social Security Act, commonly referred to as the Federal Anti-Kickback Statute, prohibits the offer, payment, solicitation, or receipt of any form of remuneration in return for

referring, ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable by Medicare, Medicaid or any other Federal healthcare program.

The Federal Anti-Kickback Statute is very

broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations.

In addition, most of the states have adopted laws like the Federal Anti-Kickback Statute, and some of these laws are

even broader than the Federal Anti-Kickback Statute in that their prohibitions are not limited to items or services paid for by Federal healthcare programs, but instead apply regardless of the source of payment.

Violations of the Federal

Anti-Kickback Statute may result in substantial civil or criminal penalties and exclusion from participation in Federal healthcare programs.

Our operations may also implicate the False Claims Act.

If we fail to comply with federal and state documentation, coding and billing rules, we could be subject to liability under the federal

False Claims Act, including criminal and/or civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs.

The False Claims Act prohibits individuals and companies from knowingly submitting false claims for payments to,

or improperly retaining overpayments from, the government.

All of our financial relationships with healthcare providers and others who provide products or services to Federal healthcare program beneficiaries are potentially governed by the Federal

Anti-Kickback Statute, False Claims Act and similar state laws.

We believe our operations are in compliance with the Federal Anti-Kickback Statute, False Claims Act and similar state laws.

However, we cannot be certain that we will not be subject

to investigations or litigation alleging violations of these laws, which could be time-consuming and costly to us and could divert management’s attention from operating our business, which in turn could have a material adverse effect on our

In addition, if our arrangements were found to violate the Federal Anti-Kickback Statute, False Claims Act or similar state laws, the consequences of such violations would likely have a material adverse effect on our business, results

of operations and financial condition.

If we fail to comply with Federal and state documentation, coding, and billing rules, we could be subject to liability under the Federal False

Claims Act, including criminal and/or civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs.

The False Claims Act prohibits individuals and companies from knowingly submitting false claims for payments to, or

improperly retaining overpayments from, the government.

Our financial relationships with healthcare providers and others who provide products or services to Federal healthcare program beneficiaries are potentially governed by the Federal Anti-Kickback

Statute, False Claims Act, and similar state laws.

We believe our operations comply with the Federal Anti-Kickback Statute, False Claims Act, and similar state laws.

However, we cannot be certain that we will not be subject to investigations or

litigation alleging violations of these laws, which could be time-consuming and costly to us and could divert management’s attention from operating our business, which in turn could have a material adverse effect on our business.

In addition, if our

arrangements were found to violate the Federal Anti-Kickback Statute, False Claims Act or similar state laws, the consequences of such violations would likely have a material adverse effect on our business, results of operations and financial

Failure to comply with the HIPAA Privacy, Security and Breach Notification Regulations, as such rules become applicable to our business, may increase our

operational costs.

The HIPAA privacy and security regulations establish comprehensive federal standards with respect to the uses and disclosures of PHI by certain entities including health plans and

health care providers, and set standards to protect the confidentiality, integrity and availability of electronic PHI.

The HIPAA privacy and security regulations establish comprehensive Federal standards with respect to the uses and disclosures of PHI by certain entities, including health plans and health care

providers, and set standards to protect the confidentiality, integrity, and availability of electronic PHI.

The regulations establish a complex regulatory framework on a variety of subjects, including, for example:

the circumstances

under which uses and disclosures of PHI are permitted or required without a specific authorization by the patient; a patient’s right to access, amend and receive an accounting of certain disclosures of PHI; the content of notices of privacy

practices describing how PHI is used and disclosed and individuals’ rights with respect to their PHI; and implementation of administrative, technical and physical safeguards to protect privacy and security of PHI.

We anticipate that, as we

expand our dermaPACE ® business, we will in the future be a covered entity under HIPAA.

We intend to adopt policies and

procedures to comply with the Privacy Rule, the Security Rule and the HIPAA statute as such regulations become applicable to our business and as such regulations are in effect at such time;

however, there can be no assurance that our policies

and procedures will be adequate or will prevent all incidents of non-compliance with such regulations.

The privacy regulations establish a uniform federal standard but do not supersede state laws that may be more stringent.

Therefore, as we expand our dermaPACE ® business, we may also be required to comply with both federal privacy and security regulations and varying state privacy and

security laws and regulations.

The federal privacy regulations restrict the ability to use or disclose certain individually identifiable patient health information, without patient authorization, for purposes other than payment, treatment or

health care operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations.

the circumstances under which uses

and disclosures of PHI are permitted or required without a specific authorization by the patient; a patient’s right to access, amend and receive an accounting of certain disclosures of PHI; the content of notices of privacy practices describing how

PHI is used and disclosed and individuals’ rights with respect to their PHI; and implementation of administrative, technical and physical safeguards to protect privacy and security of PHI.

We anticipate that, as we expand our PACE business, we will

in the future be a covered entity under HIPAA.

We intend to ensure our policies and procedures continue to comply with the Privacy Rule, the Security Rule and the HIPAA statute as such regulations become applicable to our business and as such

regulations are in effect at such time;

however, there can be no assurance that our policies and procedures will be adequate or will prevent all incidents of non-compliance with such regulations.

The HITECH Act and its implementing regulations also require healthcare providers to notify affected individuals, the Secretary of the U.S.

Department of Health and Human Services, and in some

cases, the media, when PHI has been breached as defined under and following the requirements of HIPAA.

Department of Health and Human Services, and in some cases,

the media, when PHI has been breached as defined under and following the requirements of HIPAA.

Many states have similar breach notification laws.

In the event of a breach, to the extent such regulations are applicable to our business, we

could incur operational and financial costs related to remediation as well as preparation and delivery of the notices, which costs could be substantial.

Additionally, HIPAA, the HITECH Act, and their implementing regulations provide for

significant civil fines, criminal penalties, and other sanctions for failure to comply with the privacy, security, and breach notification rules, including for wrongful or impermissible use or disclosure of PHI.

Although the HIPAA statute and

regulations do not expressly provide for a private right of action for damages, private parties may also seek damages under state laws for the wrongful or impermissible use or disclosure of confidential health information or other private

personal information.

Additionally, amendments to HIPAA provide that the state Attorneys General may bring an action against a covered entity for a violation of HIPAA.

As we expand our business such that federal and state laws regarding PHI and

privacy apply to our operations, any noncompliance with such regulations could have a material adverse effect on our business, results of operations and financial condition.

We face periodic reviews and billing audits from governmental and private payors and these audits could have adverse results that may negatively impact

our business.

As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental reviews and audits to verify our compliance with these programs and applicable

laws and regulations.

We also are subject to audits under various government programs in which third-party firms engaged by the Centers for Medicare & Medicaid Services conduct extensive reviews of claims data and medical and other records to

identify potential improper payments under the Medicare program.

In the event of a breach, to the extent such regulations are applicable to our business, we could incur

operational and financial costs related to remediation as well as preparation and delivery of the notices, which costs could be substantial.

Additionally, HIPAA, the HITECH Act, and their implementing regulations provide for significant civil fines,

criminal penalties, and other sanctions for failure to comply with the privacy, security, and breach notification rules, including for wrongful or impermissible use or disclosure of PHI.

Although the HIPAA statute and regulations do not expressly

provide for a private right of action for damages, private parties may also seek damages under state laws for the wrongful or impermissible use or disclosure of confidential health information or other private personal information.

Additionally,

amendments to HIPAA provide that the state attorneys general may bring an action against a covered entity for a violation of HIPAA.

As we expand our business such that Federal laws regarding PHI and privacy apply to our operations, any noncompliance

with such regulations could have a material adverse effect on our business, results of operations and financial condition.

We face periodic reviews and billing audits from governmental and private payors, and these audits could have adverse results that may negatively impact our

As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental reviews and audits to verify our compliance with these programs and applicable laws and

potential improper payments under the Medicare program.

Private pay sources also reserve the right to conduct audits.

If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims

filed which could result in a larger overpayment than originally identified in the sample of reviewed claims.

Our costs to respond to and defend reviews and audits may be significant and could have a material adverse effect on our business,

financial condition, results of operations and cash flows.

If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims filed, which

could result in a larger overpayment than originally identified in the sample of reviewed claims.

Our costs to respond to and defend reviews and audits may be significant and could have a material adverse effect on our business, financial condition,

results of operations and cash flows.

Moreover, an adverse review or audit could result in:

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Any one of these results could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Product quality or performance issues may be discovered through ongoing regulation by the FDA and by comparable international agencies, as well as through

our internal standard quality process.

Product quality or performance issues may be discovered through ongoing regulation by the FDA and by comparable international agencies, as well as through our

internal standard quality process.

The medical device industry is subject to substantial regulation by the FDA and by comparable international agencies.

In addition to requiring clearance or approval to market new or improved

devices, we are subject to ongoing regulation as a device manufacturer.

In addition to requiring clearance or approval to market new or improved devices, we

are subject to ongoing regulation as a device manufacturer.

Governmental regulations cover many aspects of our operations, including quality systems, marketing and device reporting.

As a result, we continually collect and analyze

information about our product quality and product performance through field observations, customer feedback and other quality metrics.

If we fail to comply with applicable regulations or if post market safety issues arise, we could be subject to

enforcement sanctions, our promotional practices may be restricted, and our marketed products could be subject to recall or otherwise impacted.

Each of these potential actions could result in a material adverse effect on our business, operating

results and financial condition.

As a result, we continually collect and analyze information about

our product quality and product performance through field observations, customer feedback and other quality metrics.

If we fail to comply with applicable regulations or if post market safety issues arise, we could be subject to enforcement sanctions,

our promotional practices may be restricted, and our marketed products could be subject to recall or otherwise impacted.

Each of these potential actions could result in a material adverse effect on our business, operating results and financial

The use of hazardous materials in our operations may subject us to environmental claims or liability.

We conduct research and development and manufacturing operations in our facility.

Our research and development process may, at times, involve the controlled use of hazardous materials and

We may conduct experiments in which we may use small quantities of chemicals, including those that are corrosive, toxic and flammable.

Our research and development process may, at times, involve the controlled use of hazardous materials and chemicals.

may conduct experiments in which we may use small quantities of chemicals, including those that are corrosive, toxic, and flammable.

The risk of accidental injury or contamination from these materials cannot be eliminated.

maintain a separate insurance policy for these types of risks.

We do not maintain a

separate insurance policy for these types of risks.

In the event of an accident or environmental discharge or contamination, we may be held liable for any resulting damages, and any liability could exceed our resources.

We are subject

to Federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products.

We are subject to Federal,

state, and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products.

The cost of compliance with these laws and regulations could be significant.

Risks Related to Intellectual Property

The protection of our intellectual property is critical to our success and any failure on our part to adequately protect those rights could materially

adversely affect our business.

The protection of our intellectual property is critical to our success, and any failure on our part to adequately protect those rights could materially adversely

affect our business.

Our commercial success depends to a significant degree on our ability to:

obtain and/or maintain protection for our product candidates under the patent laws of the United States and other countries;

obtain and/or maintain protection for our products under the patent laws of the United States and other countries;

defend and enforce our patents once obtained;

obtain and/or maintain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to our technology, both in the United States and other countries;

maintain trade secrets and other intellectual property rights relating to our product candidates;

maintain trade secrets and other intellectual property rights relating to our products;

operate without infringing upon the patents, trademarks, copyrights, and proprietary rights of third parties.

The degree of intellectual property protection for our technology is uncertain, and only limited intellectual property protection may be available for our product candidates, which may prevent

us from gaining or keeping any competitive advantage against our competitors.

Although we believe the patents that we own or license, and the patent applications that we own, generally provide us a competitive advantage, the patent positions of

biotechnology, biopharmaceutical and medical device companies are generally highly uncertain, involve complex legal and factual questions and have been the subject of much litigation.

Neither the United States Patent & Trademark Office nor

the courts have a consistent policy regarding the breadth of claims allowed or the degree of protection afforded under many biotechnology patents.

Even if issued, patents may be challenged, narrowed, invalidated or circumvented, which could limit

our ability to stop competitors from marketing similar products or limit the length of term of patent protection we may have for our products.

Further, a court or other government agency could interpret our patents in a way such that the patents

do not adequately cover our current or future product candidates.

Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope

of our patent protection.

The degree of intellectual property protection for our technology is uncertain, and only limited intellectual property protection may be available for our products, which may prevent us from gaining or

keeping any competitive advantage against our competitors.

Although we believe the patents that we own or license, and the patent applications that we own, generally provide us a competitive advantage, the patent positions of biotechnology,

biopharmaceutical and medical device companies are generally highly uncertain, involve complex legal and factual questions and have been the subject of much litigation.

Neither the United States Patent & Trademark Office nor the courts have a

consistent policy regarding the breadth of claims allowed or the degree of protection afforded under many biotechnology patents.

Even if issued, patents may be challenged, narrowed, invalidated, or circumvented, which could limit our ability to stop

competitors from marketing similar products or limit the length of term of patent protection we may have for our products.

Further, a court or other government agency could interpret our patents in a way such that the patents do not adequately cover

our current or future products.

Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

We also rely upon trade secrets and unpatented proprietary know-how and continuing technological innovation in developing our products, especially where we do not believe patent protection is

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all inventions conceived during the workday, developed using our property or which relate to our business.

We may lack the financial or other resources to successfully monitor and detect, or to enforce our rights in respect of, infringement of

our rights or breaches of these confidentiality agreements.

In the case of any such undetected or unchallenged infringements or breaches, these confidentiality agreements may not provide us with meaningful protection of our trade secrets and

unpatented proprietary know-how or adequate remedies.

We may lack the financial or other resources to successfully monitor and detect, or to enforce our rights in respect of, infringement or

breaches of these confidentiality agreements.

In the case of any such undetected or unchallenged infringements or breaches, these confidentiality agreements may not provide us with meaningful protection of our trade secrets and unpatented proprietary

know-how or adequate remedies.

In addition, others may independently develop technology that is similar or equivalent to our trade secrets or know-how.

If any of our trade secrets, unpatented know-how or other confidential

or proprietary information is divulged to third parties, including our competitors, our competitive position in the marketplace could be harmed and our ability to sell our products successfully could be severely compromised.

Enforcing a claim

that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is also difficult, expensive and time consuming, and the outcome is unpredictable.

In addition, courts outside the United States may be less

willing to protect trade secrets.

Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could have a material

adverse effect on our business.

Moreover, some of our academic institution licensees, evaluators, collaborators and scientific advisors have rights to publish data and information to which we have rights.

If we cannot maintain the confidentiality

of our technologies and other confidential information in connection with our collaborations, our ability to protect our proprietary information or obtain patent protection in the future may be impaired, which could have a material adverse effect

on our business.

In particular, we cannot assure you that:

we or the owners or other inventors of the patents that we own or that have been licensed to us, or that may be issued or licensed to us in the future, were the first to file patent applications or to invent the subject matter claimed

in patent applications relating to the technologies upon which we rely;

others will not independently develop similar or alternative technologies or duplicate any of our technologies;

any of our patent applications will result in issued patents;

the patents and patent applications that we own or that have been licensed to us, or that may be issued or licensed to us in the future, will provide a basis for commercially viable products or will provide us with any competitive

advantages, or will not be challenged by third parties;

the patents and patent applications that have been licensed to us are valid and enforceable;

we will develop additional proprietary technologies that are patentable;

we will be successful in enforcing the patents that we own or license and any patents that may be issued or licensed to us in the future against third parties;

the patents of third parties will not have an adverse effect on our ability to do business;

our trade secrets and proprietary rights will remain confidential.

Accordingly, we may fail to secure meaningful patent protection relating to any of our existing or future product candidates or discoveries despite the expenditure of considerable resources.

Further, there may be widespread patent infringement in countries in which we may seek patent protection, including countries in Europe and Asia, which may instigate expensive and time-consuming litigation that could adversely affect the scope of

our patent protection.

In addition, others may attempt to commercialize products similar to our product candidates in countries where we do not have adequate patent protection.

Failure to obtain adequate patent protection for our product

candidates, or the failure by particular countries to enforce patent laws or allow prosecution for alleged patent infringement, may impair our ability to be competitive.

The availability of infringing products in markets where we have patent

protection, or the availability of competing products in markets where we do not have adequate patent protection, could erode the market for our product candidates, negatively impact the prices we can charge for our product candidates, and harm

our reputation if infringing or competing products are manufactured to inferior standards.

Patent applications owned by us or licensed to us may not result in issued patents, and our competitors may commercialize the discoveries we attempt to

The patent applications that we own and that have been licensed to us, and any future patent applications that we may own or that may be licensed to us, may not result in the issuance of any

If any of our trade secrets, unpatented know-how or other confidential or proprietary information

is divulged to third parties, including our competitors, our competitive position in the marketplace could be harmed and our ability to sell our products successfully could be severely compromised.

Enforcing a claim that a party illegally obtained

and is using trade secrets that have been licensed to us or that we own is also difficult, expensive and time consuming, and the outcome is unpredictable.

In addition, courts outside the United States may be less willing to protect trade secrets.

some of our academic institution licensees, evaluators, collaborators, and scientific advisors have rights to publish data and information to which we have rights.

If we cannot maintain the confidentiality of our technologies and other confidential

information in connection with our collaborations, our ability to protect our proprietary information or obtain patent protection in the future may be impaired, which could have a material adverse effect on our business.

Accordingly, we may fail to secure meaningful patent protection relating to any of our existing or future products or discoveries despite the expenditure of considerable resources.

Further, there may be

widespread patent infringement in countries in which we may seek patent protection, including countries in Europe and Asia, which may instigate expensive and time-consuming litigation that could adversely affect the scope of our patent protection.

addition, others may attempt to commercialize products similar to our products in countries where we do not have adequate patent protection.

Failure to obtain adequate patent protection for our products, or the failure by particular countries to

enforce patent laws or allow prosecution for alleged patent infringement, may impair our ability to be competitive.

The availability of infringing products in markets where we have patent protection, or the availability of competing products in

markets where we do not have adequate patent protection, could erode the market for our products, negatively impact the prices we can charge for our products, and harm our reputation if infringing or competing products are manufactured to inferior

Patent applications owned by us or licensed to us may not result in issued patents, and our competitors may commercialize the discoveries we attempt to patent.

The patent applications that we own and that have been licensed to us, and any future patent applications that we may own or that may be licensed to us, may not result in the issuance of any patents.

The standards that the United States Patent & Trademark Office and foreign patent agencies use to grant patents are not always applied predictably or uniformly and can change.

Consequently, we cannot be certain as to the type and

scope of patent claims to which we may in the future be entitled under our license agreements or that may be issued to us in the future.

These applications may not be sufficient to meet the statutory requirements for patentability and, therefore,

may not result in enforceable patents covering the product candidates we want to commercialize.

Further, patent applications in the United States that are not filed in other countries may not be published or generally are not published until at

least 18 months after they are first filed, and patent applications in certain foreign countries generally are not published until many months after they are filed.

Scientific and patent publication often occurs long after the date of the

scientific developments disclosed in those publications.

Consequently, we cannot be certain as to the type and scope of patent

claims to which we may in the future be entitled under our license agreements or that may be issued to us.

These applications may not be sufficient to meet the statutory requirements for patentability and, therefore, may not result in enforceable

patents covering the product candidates we want to commercialize.

Further, patent applications in the United States that are not filed in other countries may not be published or generally are not published until at least 18 months after they are

first filed, and patent applications in certain foreign countries generally are not published until many months after they are filed.

Scientific and patent publication often occurs long after the date of the scientific developments disclosed in those

publications.

As a result, we cannot be certain that we will be the first creator of inventions covered by our patents or applications, or the first to file such patent applications.

As a result, our

issued patents and our patent applications could become subject to challenge by third parties that created such inventions or filed patent applications before us or our licensors, resulting in, among other things, interference proceedings in the

United States Patent & Trademark Office to determine priority of discovery or invention.

Interference proceedings, if resolved adversely to us, could result in the loss of or significant limitations on patent protection for our products or

technologies.

Even in the absence of interference proceedings, patent applications now pending or in the future filed by third parties may prevail over the patent applications that may be owned by us or licensed to us or that we may file in the

future, or may result in patents that issue alongside patents issued to us or our licensors or that may be issued or licensed to us in the future, leading to uncertainty over the scope of the patents owned by us or licensed to us or that may in

the future be owned by us or impede our freedom to practice the claimed inventions.

As a result, our issued patents and our patent applications could

become subject to challenge by third parties that created such inventions or filed patent applications before us or our licensors, resulting in, among other things, interference proceedings in the United States Patent & Trademark Office to

determine priority of discovery or invention.

Interference proceedings, if resolved adversely to us, could result in the loss of or significant limitations on patent protection for our products or technologies.

Even in the absence of interference

proceedings, patent applications now pending or in the future filed by third parties may prevail over the patent applications that may be owned by us or licensed to us or that we may file in the future, or may result in patents that issue alongside

patents issued to us or our licensors or that may be issued or licensed to us in the future, leading to uncertainty over the scope of the patents owned by us or licensed to us or that may in the future be owned by us or impede our freedom to practice

the claimed inventions.

Our patents may not be valid or enforceable and may be challenged by third parties.

We cannot assure you that the patents that have been issued or licensed to us would be held valid by a court or administrative body or that we would be able to successfully enforce our patents

against infringers, including our competitors.

The issuance of a patent is not conclusive as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge on numerous legal grounds, including the

possibility of reexamination proceedings brought by third parties in the United States Patent & Trademark Office against issued patents and similar validity challenges under foreign patent laws.

Challenges raised in patent infringement

litigation brought by us or against us may result in determinations that patents that have been issued to us or licensed to us or any patents that may be issued to us or our licensors in the future are invalid, unenforceable or otherwise subject

to limitations.

In the event of any such determinations, third parties may be able to use the discoveries or technologies claimed in these patents without paying licensing fees or royalties to us, which could significantly diminish the value of

our intellectual property and our competitive advantage.

Even if our patents are held to be enforceable, others may be able to design around our patents or develop products similar to our products that are not within the scope of any of our

In addition, enforcing the patents that we own or license and any patents that may be issued to us in the future against third parties may require significant expenditures regardless of the

outcome of such efforts.

We cannot assure you that the patents that have been issued or licensed to us would be held valid by a court or administrative body or that we would be able to successfully enforce our patents against

infringers, including our competitors.

The issuance of a patent is not conclusive as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge on numerous legal grounds, including the possibility

of reexamination proceedings brought by third parties in the United States Patent & Trademark Office against issued patents and similar validity challenges under foreign patent laws.

Challenges raised in patent infringement litigation brought by

us or against us may result in determinations that patents that have been issued to us or licensed to us or any patents that may be issued to us or our licensors in the future are invalid, unenforceable or otherwise subject to limitations.

event of any such determinations, third parties may be able to use the discoveries or technologies claimed in these patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property

and our competitive advantage.

Even if our patents are held to be enforceable, others may be able to design around our patents or develop products similar to our products that are not within the scope of any of our patents.

In addition, enforcing the patents that we own or license and any patents that may be issued to us in the future against third parties may require significant expenditures regardless of the outcome of

such efforts.

Our inability to enforce our patents against infringers and competitors may impair our ability to be competitive and could have a material adverse effect on our business.

Issued patents and patent licenses may not provide us with any competitive advantage or provide meaningful protection against competitors.

The discoveries or technologies covered by issued patents we own or license may not have any value or provide us with a competitive advantage, and many of these discoveries or technologies may

not be applicable to our product candidates at all.

We have devoted limited resources to identifying competing technologies that may have a competitive advantage relative to ours, especially those competing technologies that are not perceived as

infringing on our intellectual property rights.

The discoveries or technologies covered by issued patents we own or license may not have any value or provide us with a competitive advantage, and many of these discoveries or technologies may not be

applicable to our product candidates at all.

We have devoted limited resources to identifying competing technologies that may have a competitive advantage relative to ours, especially those competing technologies that are not perceived as infringing

on our intellectual property rights.

In addition, the standards that courts use to interpret and enforce patent rights are not always applied predictably or uniformly and can change, particularly as new technologies develop.

Consequently, we cannot be certain as to how much protection, if any, will be afforded by these patents with respect to our products if we, our licensees or our licensors attempt to enforce these patent rights and those rights are challenged in

Consequently, we cannot

be certain as to how much protection, if any, will be afforded by these patents with respect to our products if we, our licensees or our licensors attempt to enforce these patent rights and those rights are challenged in court.

The existence of third-party patent applications and patents could significantly limit our ability to obtain meaningful patent protection.

If patents containing competitive or conflicting

claims are issued to third parties, we may be enjoined from pursuing research, development or commercialization of product candidates or may be required to obtain licenses, if available, to these patents or to develop or obtain alternative

If another party controls patents or patent applications covering our product candidates, we may not be able to obtain the rights we need to those patents or patent applications in order to commercialize our product candidates or we

may be required to pay royalties, which could be substantial, to obtain licenses to use those patents or patent applications.

If patents containing competitive or conflicting claims are

issued to third parties, we may be enjoined from pursuing research, development or commercialization of product candidates or may be required to obtain licenses, if available, to these patents or to develop or obtain alternative technology.

another party controls patents or patent applications covering our product candidates, we may not be able to obtain the rights we need to those patents or patent applications in order to commercialize our product candidates or we may be required to

pay royalties, which could be substantial, to obtain licenses to use those patents or patent applications.

In addition, issued patents may not provide commercially meaningful protection against competitors.

Other parties may seek and/or be able to duplicate, design around or independently develop

products having effects similar or identical to our patented product candidates that are not within the scope of our patents.

Limitations on patent protection in some countries outside the United States, and the differences in what constitutes patentable subject matter in these countries, may limit the protection we

have under patents issued outside of the United States.

We do not have patent protection for our product candidates in a number of our target markets.

The failure to obtain adequate patent protection for our product candidates in any country

would impair our ability to be commercially competitive in that country.

Other parties may seek and/or be able to duplicate, design around or independently develop products

having effects similar or identical to our patented product candidates that are not within the scope of our patents.

Limitations on patent protection in some countries outside the United States, and the differences in what constitutes patentable subject matter in these countries, may limit the protection we have under

patents issued outside of the United States.

We do not have patent protection for our product candidates in several of our target markets.

The failure to obtain adequate patent protection for our products [or product candidates] in any country would

impair our ability to be commercially competitive in that country.

The ability to market the products we develop is subject to the intellectual property rights of third parties.

The biotechnology, biopharmaceutical and medical device industries are characterized by a large number of patents and patent filings and frequent litigation based on allegations of patent

infringement.

Competitors may have filed patent applications or have been issued patents and may obtain additional patents and proprietary rights related to products or processes that compete with or are similar to ours.

We may not be aware of

all of the patents potentially adverse to our interests that may have been issued to others.

Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, which may later result in issued

patents that our product candidates or proprietary technologies may infringe.

Third parties may claim that our products or related technologies infringe their patents or may claim that the products of our suppliers, manufacturers or contract

service providers that produce our devices infringe on their intellectual property.

Further, we, our licensees or our licensors, may need to participate in interference, opposition, protest, reexamination or other potentially adverse proceedings

in the United States Patent & Trademark Office or in similar agencies of foreign governments with regards to our patents, patent applications, and intellectual property rights.

In addition, we, our licensees or our licensors may need to

initiate suits to protect our intellectual property rights.

The biotechnology, biopharmaceutical and medical device industries are characterized by many patents and patent filings and frequent litigation based on allegations of patent infringement.

may have filed patent applications or have been issued patents and may obtain additional patents and proprietary rights related to products or processes that compete with or are similar to ours.

We may not be aware of all the patents potentially

adverse to our interests that may have been issued to others.

Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, which may later result in issued patents that our product candidates

or proprietary technologies may infringe.

Third parties may claim that our products or related technologies infringe their patents or may claim that the products of our suppliers, manufacturers or contract service providers that produce our devices

infringe on their intellectual property.

Further, we, our licensees, or our licensors, may need to participate in interference, opposition, protest, reexamination or other potentially adverse proceedings in the United States Patent & Trademark

Office or in similar agencies of foreign governments with regards to our patents, patent applications, and intellectual property rights.

In addition, we, our licensees, or our licensors may need to initiate suits to protect our intellectual property

Litigation or any other proceeding relating to intellectual property rights, even if resolved in our favor, may cause us to incur significant expenses, divert the attention of our management and key personnel from

other business concerns and, in certain cases, result in substantial additional expenses to license technologies from third parties.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we

can because they have substantially greater resources.

An unfavorable outcome in any patent infringement suit or other adverse intellectual property proceeding could require us to pay substantial damages, including possible treble damages and

attorneys’ fees, cease using our technology or developing or marketing our products, or require us to seek licenses, if available, of the disputed rights from other parties and potentially make significant payments to those parties.

guarantee that any prevailing party would offer us a license or that we could acquire any license made available to us on commercially acceptable terms.

Even if we are able to obtain rights to a third party’s patented intellectual property, those

rights may be nonexclusive and, therefore, our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to commercialize our product candidates or may have to cease some of our business operations as a result

of patent infringement claims, which could materially harm our business.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can

because they have substantially greater resources.

An unfavorable outcome in any patent infringement suit or other adverse intellectual property proceeding could require us to pay substantial damages, including possible treble damages and attorneys’

fees, cease using our technology or developing or marketing our products, or require us to seek licenses, if available, of the disputed rights from other parties and potentially make significant payments to those parties.

There is no guarantee that

any prevailing party would offer us a license or that we could acquire any license made available to us on commercially acceptable terms.

Even if we can obtain rights to a third party’s patented intellectual property, those rights may be nonexclusive

and, therefore, our competitors may obtain access to the same intellectual property.

Ultimately, we may be unable to commercialize our product candidates or may have to cease some of our business operations because of patent infringement claims,

which could materially harm our business.

We cannot guarantee that our products or technologies will not conflict with the intellectual property rights of others.

If we need to redesign our products to avoid third party patents, we may suffer significant regulatory delays associated with conducting additional clinical studies or submitting technical, clinical, manufacturing

or other information related to any redesigned product and, ultimately, in obtaining regulatory approval.

other information related to any redesigned product and, ultimately, in obtaining regulatory approval.

Further, any such redesigns may result in less effective and/or less commercially desirable products if the redesigns are possible at all.

Additionally, any involvement in litigation in which we, our licensees or our licensors are accused of infringement may result in negative publicity about us or our products, injure our relations with any

Additionally, any involvement in litigation in which we, or our licensees or our licensors, are accused of infringement may result in negative publicity about us or our products, injure our relations with any

then-current or prospective customers and marketing partners, and cause delays in the commercialization of our products.

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our ability to obtain additional financing and, if available, the terms and conditions of the financing;

changes in the timing of on-going clinical trial enrollment, the results of our clinical trials and regulatory approvals for our product candidates or failure to obtain such regulatory approvals;

changes in our industry;

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general economic conditions and other external factors.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

market fluctuations may also materially and adversely affect the market price of our common stock.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of companies.

These market fluctuations

may also materially and adversely affect the market price of our common stock.

There is currently a limited trading market for our common stock, and we cannot predict how liquid the market might become.

To date, there has been a limited trading market for our common stock, and we cannot predict how liquid the market for our common stock might become.

Until September 28, 2021, our common stock

was quoted on the OTC Pink Sheets, which is an inter-dealer market that provides significantly less liquidity than the New York Stock Exchange or the Nasdaq Stock Market.

The Company was again listed on the OTC Pink Sheet after the filing our

Form 10-Q for the quarter ended September 30, 2021.

The quotation of our common stock on the OTC Pink Sheets does not assure that a meaningful, consistent and liquid trading market exists.

The market price for our common stock is subject to

volatility and holders of our common stock may be unable to resell their shares at or near their original purchase price, or at any price.

Until January 30, 2023, our common stock was quoted

on the OTC Pink, which is an inter-dealer market that provides significantly less liquidity than the New York Stock Exchange or the Nasdaq Stock Market.

We are currently listed on the OTCQB.

The quotation of our common stock on the OTCQB does not assure that a meaningful, consistent, and liquid trading market exists.

The market price for our common stock is subject to volatility and holders

of our common stock may be unable to resell their shares at or near their original purchase price, or at any price.

In the absence of an active trading market:

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Trading for our common stock is limited under the SEC’s penny stock regulations, which has an adverse effect on the liquidity of our common stock.

The trading price of our common stock is less than $5.00 per share and, as a result, our common stock is considered a “penny stock,” and trading in our common stock is subject to the

requirements of Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Under this rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must

satisfy special sales practice requirements.

The trading price of our common stock is less than $5.00 per share and, as a result, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of

Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under this rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales

practice requirements.

Generally, the broker-dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

Regulations of the SEC also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure

schedule explaining the penny stock market and its associated risks.

Regulations of the SEC also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule

explaining the penny stock market and its associated risks.

These requirements severely limit the liquidity of securities in the secondary market because only a few brokers or dealers are likely to undertake these compliance activities.

Compliance with these requirements may make it more difficult for holders of our Common Stock to resell their shares to third parties or to otherwise dispose of them in the market.

with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market.

As an issuer of “penny stock”, the protection provided by the Federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of

penny stocks.

As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any

material respect because of our failure to include any statements necessary to make the statements not misleading.

Although Federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the Federal securities laws, this safe harbor is not available to issuers of penny

because of our failure to include any statements necessary to make the statements not misleading.

Such an action could hurt our financial condition.

We have not paid dividends in the past and do not expect to pay dividends in the future.

Any return on investment may be limited to the value of our

common stock.

Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

The payment of dividends on our common stock will depend on earnings, financial

condition and other business and economic factors affecting us at such time as our board of directors may consider relevant.

If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if

our stock price appreciates.

The payment of dividends on our common stock will depend on earnings, financial condition

and other business and economic factors affecting us at such time as our board of directors may consider relevant.

If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock

price appreciates.

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

Our board of directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the

voting power and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control.

negative impact on takeover attempts could adversely affect the price of our common stock.

On January 31, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series C Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our

Articles of Incorporation to designate 90 shares of our preferred stock as Series C Convertible Preferred Stock.

Although we have no other shares of preferred stock currently outstanding and no present

intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

On January 12, 2016, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series B Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our

Articles of Incorporation to designate 293 shares of our preferred stock as Series B Convertible Preferred Stock.

Our board of directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation, or other rights which could adversely affect the voting power

and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control.

The possible negative impact on

takeover attempts could adversely affect the price of our common stock.

We have not sought an advisory stockholder vote to approve the compensation of our named executive officers.

Rule 14a-21 under the Exchange Act requires us to seek a separate stockholder advisory vote at our annual meeting at which directors are elected to approve the compensation of our named

executive officers, not less frequently than once every three years (say-on-pay vote), and, at least once every six years, to seek a separate stockholder advisory vote on the frequency with which we will submit advisory say-on-pay votes to our

stockholders (say-on-frequency vote).

Rule 14a-21 under the Exchange Act requires us to seek a separate stockholder advisory vote at our annual meeting at which directors are elected to approve the compensation of our named executive

officers, not less frequently than once every three years (say-on-pay vote), and, at least once every six years, to seek a separate stockholder advisory vote on the frequency with which we will submit advisory say-on-pay votes to our stockholders

(say-on-frequency vote).

We have not submitted to our stockholders a say-on-pay vote to approve an advisory resolution regarding our compensation program for our named executive officers, or a say-on-frequency vote.

Consequently, the

board of directors has not considered the outcome of our say-on-pay vote results when determining future compensation policies and pay levels for our named executive officers.

Because we did not comply with our SEC filing obligations, our stock may become subject to limitations or reduction in stock price, liquidity, or volume.

Rule 15c2-11 under the Exchange Act governs the publication of quotations in over-the-counter (”OTC”) markets.

Consequently, the board of

directors has not considered the outcome of our say-on-pay vote results when determining future compensation policies and pay levels for our named executive officers.

If the Company fails to comply with our SEC filing obligations, our stock may become subject to limitations or reduction in stock price, liquidity, or volume.

Rule 15c2-11 under the Exchange Act (the “Rule”) governs the publication of quotations in over-the-counter (”OTC”) markets.

On September 16, 2020, the SEC adopted amendments to the Rule which prohibits

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The amended Rule also limits the Rule’s “piggyback” exception, which

allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers

that are up-to-date in their Exchange Act Reports.

are up to date in their Exchange Act reports.

The practical impact of these changes requires us to maintain a level of periodic disclosure.

However, we did not timely file with the SEC our Annual Report on Form 10-K for the year ended

December 31, 2020 or our Quarterly Report on Form 10-Q for the quarters ended March 31, 2021 or June 30, 2021.

As a result, our stock was removed from the OTC Bulletin Board on September 28, 2021, which limited the ability of broker-dealers to

sell our securities and the ability of stockholders to sell their securities in the secondary market.

The company upon filling the Form 10-Q for the quarter ended September 30, 2021 was allowed to return to the OTC Pink Sheets.

With trading on

the Pink Sheets the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Additionally, as a result of our failure to comply with the SEC filing obligations, as noted above, our stock was delisted from the OTC Pink Market to the OTC Expert Market.

The OTC Expert

Market is an even more limited market where the stocks are more volatile and poses a greater risk to investors.

Since our stock is downgraded, it may be designated with a “stop sign” indicating that current public information about our company is

not available due to “delinquent SEC reporting.”

We will need to improve our internal controls and procedures in order to remain current with our securities-related requirements.

We are submitting this Annual Report 10-K for the year ended December 31, 2021 after the required SEC filing deadlineAs a result, our failure to maintain effective internal controls over

financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our stock.

However, we did not timely file with the SEC our Annual Report on Form 10-K for the year ended December

31, 2020 or our Quarterly Report on Form 10-Q for the quarters ended March 31, 2021 or June 30, 2021.

As a result, our stock was removed from the OTC Bulletin Board on September 28, 2021, which limited the ability of broker-dealers to sell our

securities and the ability of stockholders to sell their securities in the secondary market.

Upon filing the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, we were allowed to return to the OTC Pink and subsequently uplisted

to the OTCQB.

While trading on the OTCQB, and especially if we are removed from the OTCQB in the future, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and

the ability of stockholders to sell their securities in the secondary market.

UNRESOLVED STAFF COMMENTS

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-K

Item 1A. Risk Factors