What changed in this filing

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Item 1A. Risk Factors

2024-11-14 compared with 2024-08-21 · 41 added, 7 removed, 23 unchanged (68% of the section changed)

7 unchanged sentences

financial condition and/or operating results.

we are unable to maintain compliance with the listing requirements of The Nasdaq Capital Market, our common stock will be delisted from

The Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it more difficult for

shareholders to sell their shares.

are currently not in compliance with the listing requirements of The Nasdaq Capital Market, and if we are unable to regain and maintain

compliance with the listing requirements of The Nasdaq Capital Market, our common stock will be delisted from The Nasdaq Capital Market

which could have a material adverse effect on our financial condition and could make it more difficult for shareholders to sell their

common stock is listed on The Nasdaq Capital Market, and we are therefore subject to its continued listing requirements, including requirements

8 unchanged sentences

in the future.

August 19, 2024, we received a deficiency letter from the Staff notifying us that we were not in compliance with Nasdaq Global Market’s

Listing Rule 5450(b)(1)(A), which requires a $10,000,000 minimum stockholders’ equity standard.

We have been provided 45 calendar

days, or until November 18, 2024, to supply a specific plan to regain compliance with all Nasdaq Global Market listing requirements and

our time frame to complete the plan.

If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date

of the letter, or until April 1, 2025, to evidence compliance.

If the plan is not accepted, we will have the right to appeal and our

Class A common stock would remain listed on The Nasdaq Global Market until the completion of the appeal process.

To regain compliance,

we must have stockholders’ equity of at least $10 million.

November 5, 2024, we received two additional deficiency letters from the Staff notifying us that we were not in compliance with the requirement

to have market value of publicly held shares (“MVPHS”) of $15,000,000 and that we were not in compliance with the requirement

to maintain a minimum bid price of $1.00 per share.

We have a compliance period of 180 calendar days (or May 5, 2025) in which to regain

compliance with both deficiencies.

We can regain compliance with the MVPHS requirement, if at any time during this compliance period

our MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, We can regain compliance with the bid price requirement,

if at any time during this compliance period our closing bid price is at least $1.00 for a minimum of ten consecutive business days,

In the event we do not regain compliance with these requirements prior to the expiration of the compliance period, we will receive written

notification that our securities are subject to delisting.

from The Nasdaq Capital Market would adversely affect our ability to raise additional financing through the public or private sale of

3 unchanged sentences

the loss of institutional investors or interest in business development opportunities.

Unregistered Sales of Equity Securities and Use of Proceeds

sales of unregistered equity securities during the period have been disclosed on Form 8-K.

Defaults upon Senior Securities

Mine Safety Disclosures

have required the holders of our PIPE Convertible Notes on two occasions to waive requirements under the instruments and related agreements

in order to avoid being in default on the PIPE Convertible Notes, and there is no assurance such holders will agree to future waivers

if fall out of compliance with the requirements set forth in such instruments.

currently have outstanding an aggregate of $8,155,625 in principal amount of PIPE Convertible Notes.

In August and November 2024, the

holders of our PIPE Convertible Notes have agreed to waive requirements under the instruments and related agreements in order to avoid

having us be in default on the PIPE Convertible Notes.

The waiver we received in November 2024 requires us to comply with the continued

listing requirements of the Nasdaq Stock Market before January 15, 2025;

provided that with respect to the minimum bid price requirement

to the extent we are in compliance with all other Nasdaq Stock Market listing requirements and have filed a preliminary proxy statement

to hold a special meeting to vote on a reverse stock split to remedy the bid price failure, the waiver shall be extended to March 15,

As such, we will be required to satisfy the stockholders’ equity and MVPHS requirements prior to January 15, 2025 or receive

another waiver from the holders of our PIPE Convertible Notes, or we will be in default on the PIPE Convertible Notes, which would accelerate

the PIPE Convertible Notes and allow the holders to convert the PIPE Convertible Notes at the “Alternate Conversion Price”

which is equal to the lesser of (i) the Conversion Price then in effect, and (ii) 90% of the lowest volume weighted average price of

the Class A common stock during the five consecutive trading days immediately prior to such conversion.

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