What changed in this filing

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Item 1A. Risk Factors

2024-08-14 compared with 2024-05-28 · 65 added, 2 removed, 7 unchanged (91% of the section changed)

6 unchanged sentences

could be harmed, the value of our securities could decline, and you could lose all or part of your investment.

There have been no material

changes in the risk factors set forth in the “Risk Factors” section of our Annual Report.

as described below, there have been no material changes to the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for

the fiscal year ended December 31, 2023.

we fail to regain compliance with Nasdaq’s $1.00 minimum closing bid price requirement or otherwise to meet Nasdaq’s continued

listing requirements, our Common Stock and our outstanding public warrants to purchase Common Stock could be delisted.

Common Stock and our outstanding public warrants to purchase Common Stock (our “Warrants”) are listed on Nasdaq.

We are required

to meet specified financial and other requirements in order to maintain such listing, including a requirement that the closing bid price

for our Common Stock remain above $1.00.

June 14, 2024, we received a notification letter from Nasdaq’s Listing Qualifications Staff notifying us that the closing bid price

for our Common Stock had been below $1.00 for the previous 35 consecutive business days and that we therefore are not in compliance with

the minimum bid price requirement for continued inclusion on Nasdaq under Nasdaq Listing Rule 5450(a)(1).

The notification has no immediate

effect on the listing of our Common Stock and our Warrants on Nasdaq.

the Nasdaq Listing Rules, we have a period of 180 calendar days to regain compliance.

To regain compliance, the closing bid price of

our Common Stock must be at least $1.00 or higher for a minimum of ten consecutive business days, and in such case, Nasdaq will provide

us with written confirmation of compliance.

If we do not regain compliance by December 11, 2024, we may be eligible for an additional

180 calendar days, provided that we submit an online transfer application to transfer the listing of our Common Stock to the Nasdaq Capital

Market, submit an application fee, and meet the continued listing requirement for market value of publicly held shares and all other

initial listing standards for the Nasdaq Capital Market, except the bid price requirement.

In addition, we will be required to provide

written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary.

If it appears to Nasdaq that we will not be able to cure the deficiency during the second compliance period, or if we determine not to

submit a transfer application or make the required representation, Nasdaq will provide written notice to us that our Common Stock will

be subject to delisting.

In the event of such notification, we may appeal Nasdaq’s determination to delist its securities, but

there can be no assurance that Nasdaq would grant our request for continued listing.

intend to take all reasonable measures available to us to achieve compliance to allow for continued listing on the Nasdaq Global

However, there can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise

be in compliance with other Nasdaq listing criteria.

we fail to regain compliance with the requirement to maintain a minimum closing bid price of $1.00 per share or to meet other Nasdaq

continued listing requirements, Nasdaq may take steps to delist our securities.

Such a delisting would likely have a negative effect

on the price of our securities and would impair your ability to sell or purchase the securities when you wish to do so.

of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our

securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from

dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Additionally,

if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer

automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities

may be more limited than if our securities were quoted or listed on Nasdaq or another national securities exchange.

You may be unable

to sell your securities unless a market can be established or sustained.

have previously failed to timely file certain periodic reports with the SEC.

Potential future delays in the filing of our reports with

the SEC pose significant risks to our business, and could materially and adversely affect our financial condition and results of operations.

did not timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or our Form 10-Q for the quarterly period

ended March 31, 2024.

While we are now current in our filing of periodic reports under the Exchange Act, there is no assurance that in

the future our reporting will always be timely.

Our access to financing may be impaired by any untimely filing of our periodic reports.

For example, we will not be eligible to register the offer and sale of our securities using a short-form registration statement on Form

S-3 until we have timely filed all periodic reports required under the Exchange Act for a period of twelve calendar months and any portion

of a month immediately preceding the filing of such registration statement.

In addition, in the event the filing of our periodic reporting

is delayed in the future, we may experience a material adverse effect on our ability to grow our business.

failures to timely file periodic reports with the SEC could subject us to enforcement action by the SEC and stockholder lawsuits, and

result in the delisting of our Common Stock and Warrants from Nasdaq, regulatory sanctions from the SEC, or breach of covenants in any

future credit facilities or of any preferred equity or debt securities that we may issue in the future, any of which could have a material

adverse impact on our operations, your investment in our Common Stock and Warrants, and our ability to register with the SEC public offerings

of our securities for our benefit or the benefit of our security holders.

Additionally, any potential failure to timely file future periodic

reports could result in investors not receiving access to current or timely information regarding our business and operations with which

to make investment decisions.

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