What changed in this filing

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Item 1A. Risk Factors

2024-11-12 compared with 2024-08-16 · 11 added, 69 removed, 3 unchanged (96% of the section changed)

as set forth below, there were no material changes from the risk factors set forth under Part I, Item 1A., “Risk

Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

You should carefully consider the risk

factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as other reports and

statements that we file and have filed with the SEC, in addition to the other information set forth in this report which could

materially affect our business, financial condition or future results.

The risks and uncertainties described in this report and in

our Annual Report on Form 10-K for the year ended December 31, 2023, as well as other reports and statements that we file with the

SEC, are not the only risks and uncertainties facing us.

Additional risks and uncertainties not currently known to us or that we

currently deem to be immaterial may also have a material adverse effect on our financial position, results of operations or cash

We could be delisted

from Nasdaq, which could seriously harm the liquidity of our stock and our ability to raise capital.

On August 9, 2024, we received

a written notice from the Nasdaq staff indicating that, based upon the closing bid price of our common stock, we no longer met the requirement

to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq listing rules, we have a period of 180 calendar days, or until February 5, 2025, in which to regain compliance.

In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of our common stock must be at least $1 per

share for a minimum of ten consecutive business days during this 180-day period.

In the event we do not regain compliance within this

180-day period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of

the Minimum Bid Price Requirement.

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

are otherwise not eligible, our common stock will be subject to delisting.

If we are unable to maintain compliance with the Minimum Bid

Price or other listing requirements, we could lose eligibility for continued listing on the Nasdaq Capital Market or any comparable trading

In such event:

● We may have to pursue trading on a less recognized or accepted market, such as the OTC Bulletin Board

or the “pink sheets.”

● Shares of our common stock could be less liquid and marketable, thereby reducing the ability of stockholders

to purchase or sell our shares as quickly and as inexpensively as they have done historically.

If our stock is traded as a “penny

stock,” transactions in our stock would be more difficult and cumbersome.

● We may be unable to access capital on favorable terms or at all, as companies trading on alternative markets

may be viewed as less attractive investments with higher associated risks, such that existing or prospective institutional investors may

be less interested in, or prohibited from, investing in our common stock.

This may also cause the market price of our common stock to

We have limited capital

resources and significant commitments and obligations, and may be unable to continue to operate without the threat of liquidation for

the foreseeable future.

In connection with our management’s

assessment, our report from our independent registered public accounting firm for the fiscal year ended December 31, 2023, includes

an explanatory paragraph stating that our recurring losses from operations and net capital deficiency raise substantial doubt about our

ability to continue as a going concern.

If we are unable to obtain sufficient funding, our business, prospects, financial condition and

results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

We anticipate that

our existing cash and cash equivalents will enable us to maintain our current operations into the second quarter of 2024, but not beyond.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those

assets are carried on our consolidated financial statements, and investors will likely lose all or a part of their investment.

reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability

to continue as a going concern.

If we seek additional financing to fund our business activities in the future and there remains substantial

doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding

on commercially reasonable terms or at all.

Moreover, our inability to pay our indebtedness as it becomes due may cause us to default

under the terms of our existing indebtedness.

If we default on our obligations, the holders of our debt may

declare the outstanding amounts immediately payable, together with accrued interest, and/or take possession of any pledged collateral.

If an event of default occurs, we may be unable to cure it within the applicable cure period, if at all.

If the maturity of

our indebtedness is accelerated, we may not have sufficient funds available for repayment and we may be unable to borrow or

obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us, or at all.

In addition, current or

future debt obligations may limit our ability to finance future operations, satisfy capital needs, or to engage in, expand or pursue our

business activities.

Such restrictions may also prevent us from engaging in activities that could be beneficial to our business and our

stockholders unless we repay the outstanding debt, which may not be desirable or possible.

There were no material changes from the risk factors set forth under Part

I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly

Report on Form 10-Q for the quarter ended June 30, 2024.

You should carefully consider the risk factors set forth in our Annual Report

on Form 10-K for the fiscal year ended December 31, 2023, as well as other reports and statements that we file and have filed with the

SEC, in addition to the other information set forth in this report which could materially affect our business, financial condition or

future results.

The risks and uncertainties described in this report and in our Annual Report on Form 10-K for the year ended December

31, 2023, as well as other reports and statements that we file with the SEC, are not the only risks and uncertainties facing us.

risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on

our financial position, results of operations or cash flows.

Unregistered Sales of Equity Securities and Use of Proceeds

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors