What changed in this filing

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Item 1A. Risk Factors

2026-05-20 compared with 2025-11-14 · 27 added, 61 removed, 0 unchanged (100% of the section changed)

as set forth below, there have been no material changes from the risk factors previously disclosed in “Item 1A.

Risk Factors”

of our 2024 Annual Report.

have in the past failed to maintain compliance with all applicable continued listing requirements of the Nasdaq Stock Market, and if

we fail to maintain compliance with all applicable continued listing requirements of the Nasdaq Capital Market in the future, we will

not be afforded traditional cure periods under Nasdaq rules and our Class A common stock may be delisted from Nasdaq, which could have

an adverse impact on the liquidity and market price of our common stock.

August 19, 2024, we received a delist notice from the Staff of Nasdaq notifying us that the listing of our Class A common stock was not

in compliance with the minimum market value of publicly held securities requirement and the minimum shareholders’ equity requirement

set forth in Nasdaq Listing Rules.

On November 5, 2024, we received a delist notice from the Staff of Nasdaq notifying us that the listing

of our Class A common stock was not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing

requested a hearing before a Nasdaq hearing panel (the “Panel”) to present a plan to regain compliance with all the continued

listing requirements of Nasdaq and such hearing was held May 15, 2025.

On May 30, 2025, the Panel provided us an exception with various

milestones to regain compliance, including with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) until July 8, 2025

and the minimum shareholders’ equity requirement until July 30, 2025.

In addition, the Panel directed that the listing of our Class

A common stock be transferred to the Nasdaq Capital Market, effective at the open of business on June 3, 2025.

July 17, 2025, the Staff confirmed that we had regained compliance with the Bid Price Rule as required by the Panel’s decision.

On August 1, 2025, we received a letter from Nasdaq notifying us that we had demonstrated compliance with Nasdaq Listing Rule 5550(b)(1)

(the “Equity Rule”), as required by the Panel’s decision, and, following our phase down to the Nasdaq Capital Market

on June 3, 2025, we demonstrated compliance with the minimum market value of publicly held securities required by Nasdaq Listing Rule

to the letter, in application of Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor for a period of one year

from the date of the letter.

If, within that one-year monitoring period, the Staff finds us again out of compliance with the Equity Rule,

notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency

and Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will we be

afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).

Instead, Staff will issue a delist determination letter

and we will have an opportunity to request a new hearing.

from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities,

may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common

Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional

investors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our common

stock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in the

number of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities.

we would likely become a “penny stock”, which would make trading of our common stock more difficult.

conversion of our outstanding Series A Preferred Stock, or any additional shares of Series A Preferred Stock we issue in the future upon

the exercise of the Series A Preferred Warrants, into Class A common stock will dilute the ownership interest of our stockholders.

Series A Preferred Stock provide that if, while the Series A Preferred Stock are outstanding, we sell any Class A common stock and/or

Class A common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the

conversion price of the Series A Preferred Stock in effect immediately prior to such sale, then immediately after such sale the exercise

price of the Series A Preferred Stock then in effect will be reduced to an amount equal to the new issuance price, and, the number of

shares issuable upon conversion of the Series A Preferred Stock will be proportionately adjusted such that the aggregate price will remain

unchanged, subject to the floor price provided for in the Series A Preferred Stock.

In addition, if on any six month anniversary after

the date the Series A Preferred Stock are issued (each, a “Reset Date”), the conversion price then in effect is greater than

the closing price of the Class A common stock as of such applicable Reset Date (each, a “Reset Price”), immediately after

the close of trading on such applicable Reset Date the conversion price shall automatically lower to the Reset Price.

Pursuant to this

provision, on October 22, 2025, the conversion price of our Series A Preferred Stock was lowered to $2.16.

Finally, if at any time on

or after the date of issuance there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction

involving the Class A common stock, the conversion price shall be reduced to 120% of the quotient determined by dividing (x) the sum

of the volume weighted average price of the Class A common stock for each of the five trading days with the lowest volume weighted average

price of the Class A common stock during the fifteen consecutive trading day period ending and including the trading day immediately

preceding the sixteenth trading day after such event date, divided by (y) five.

If the conversion price of the Series A Preferred Stock

decreases, the number of shares underlying the Series A Preferred Stock will increase, which would materially dilute the ownership of

our stockholders.

regarding our risk factors appears in Item 1A.

of our Annual Report on Form 10-K for the year ended December 31, 2025.

The risks described

in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem

immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially

and adversely affect the trading price of shares of our Class A common stock.

Except as set forth below, as of the date of this Quarterly

Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual

Report on Form 10-K.

conversion of our outstanding Series A Preferred Stock into Class A common stock will dilute the ownership interest of our stockholders.

conversion price of our Series A Preferred Stock is subject to adjustment in certain circumstances, including (i) if we sell Class A

common stock or equivalents at a price below the then-current conversion price (subject to certain exceptions), (ii) on each six-month

anniversary of issuance (each, a “Reset Date”) if the conversion price then in effect exceeds the closing price of the Class

A commo n stock on such date, and (iii) upon stock splits, stock dividends, or similar recapitalization events.

The most recent

Reset Date was April 22, 2026, resulting in a Reset Price of $2.76.

The next Reset Date will be October 22, 2026.

Upon conversion, we

must issue to the holders Class A common stock representing all dividends that would otherwise have accrued on such Series A Preferred

through the five-year anniversary of issuance, and this amount converts at a price equal to the lesser of the conversion price, or 90%

of the lowest VWAP of Class A common stock during the five trading days prior to conversion (subject to a floor price).

if the floor price exceeds 90% of the five-day VWAP, the stated value of the Series A Preferred is subject to increase.

If the conversion

price of the Series A Preferred decreases or the stated value of the Series A Preferred increases, the number of shares underlying the

Series A Preferred Stock will increase, materially diluting our stockholders.

See Note 6 – Stockholders’ Equity - Series

A Convertible Preferred Stock for further details.

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