The Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in its Annual
Report on Form
10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the
“SEC”) on March 3, 2022, its Quarterly Report on Form
10-Q for the period ended
March 31, 2022, filed with the SEC on May 13, 2022, its Quarterly Report on Form
10-Q for the period ended June 30, 2022, filed with the
SEC on August 11, 2022 and its Quarterly Report on Form
10-Q for the period ended September 30, 2022, filed with the SEC on November 8,
2022.
Risks Related to our Common Stock
Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the desilting of our common stock
On June 3, 2022, we received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days, we are not in compliance with the requirement to maintain a minimum bid price of $1.00 per
share for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). We were provided a compliance period of 180 calendar days from the
date of the Notice, or until November 28, 2022, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On November 29, 2022, we were provided an additional compliance period of 180 calendar
days, or until May 29, 2023, to regain compliance with the minimum closing bid requirement.
We will continue to monitor the closing bid price of our common stock and seek to regain compliance with all applicable Nasdaq requirements within
the allotted compliance periods and may, if appropriate, consider available options, including implementation of a reverse stock split, to regain compliance with the minimum closing bid requirement. If we seek to implement a reverse stock split
in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock. If we do not regain compliance within the allotted compliance periods, including any
extensions that may be granted by Nasdaq, Nasdaq will provide notice that the our common stock will be subject to delisting. We would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that we will
regain compliance with the minimum bid price requirement during the 180-day compliance period or maintain compliance with the other Nasdaq listing requirements. A delisting could substantially decrease trading in our common stock, adversely
affect the market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, adversely affect our ability to obtain financing on acceptable
terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. Additionally, the market price of our common stock may decline further and
stockholders may lose some or all of their investment.
On November 30, 2022, the Company issued a press release announcing the extension of the compliance period granted by Nasdaq, a copy of which is
attached as Exhibit 99.1to this Current Report and is incorporated herein by reference. Information contained on or accessible through any website reference in the press releases is not part of, or incorporated by reference in, this Current Report,
and the inclusion of such website addresses in this Current Report by incorporation by reference of the press releases is as inactive textual references only.
