What changed in this filing

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Item 1A. Risk Factors

2026-08-14 compared with 2026-05-20 · 39 added, 13 removed, 14 unchanged (79% of the section changed)

12 unchanged sentences

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.

A common 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.

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).

In addition, 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.

are not currently in compliance with Nasdaq ’ s continued listing requirements related to the bid price of our common stock

and if we are unable to regain compliance with the listing requirements, our common stock will be delisted from Nasdaq which could have

a material adverse effect on our financial condition and could make it more difficult for stockholders to sell their shares.

common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect

to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s

equity, among others, and requirements relating to board and committee independence.

If we fail to satisfy one or more of the requirements,

we may be delisted from Nasdaq.

July 31, 2026, the closing price of our common stock has been below $1.00, and if our common stock remains below $1.00 for 30 consecutive

business days we will not be in compliance with Nasdaq Listing Rule 5550(a)(2) (the “bid price rule”).

In accordance with

Nasdaq rules, we would normally be provided with a grace period of 180 calendar days to regain compliance with the bid price rule.

since we completed a reverse stock split in March 2026, which is within the last one-year period, if we do not meet the bid price rule,

we will not be eligible for any compliance period and the Nasdaq Staff will provide written notification to us that our common stock

may be delisted.

We would then be entitled to appeal the Staff’s determination to a Nasdaq Listing Qualifications Panel and request

There can be no assurance that, if we do appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications

Panel, that such appeal would be successful.

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.

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