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Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the factors disclosed in Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2023.
Nasdaq may delist our securities from trading on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.
Our securities are currently listed on the Nasdaq. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:
a limited availability of market quotations for our securities;
reduced liquidity with respect to our securities;
a determination that shares of our Class A common stock are penny stock which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;
a limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain additional financing in the future.
On April 9, 2024, the Company we received a deficiency letter from the Nasdaq Listing Qualifications Department indicating that the Company waswe were not in compliance with Nasdaqs Listing Rule 5550(b)(1) because the Companysour stockholders equity for the year ended December 31, 2023, as reported in the Companysour Form 10-K, was below the minimum stockholders equity requirement of $2,500,000 (the Stockholders Equity Requirement). The notice had no immediate effect on the Companysour continued listing on Nasdaq, subject to the Companysour compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company had been provided 45 calendar days to submit a plan to
We had until October 7, 2024 to meet the Stockholders Equity Requirement. As we did not regain compliance with the Stockholders Equity Requirement (the Compliance Plan).
On June 21by October 7, 2024, the Company we received written notifica delisting determination from the Staff, granting letter on October 8, 2024 (the Companys request for an extension to regain compliance with Rule 5550(b)(1)Delisting Determination Letter). The Company now has until October 7, 2024 to meetDelisting Determination Letter stated the at unless we requirement. If the Company does not regain compliance with Rule 5550(a)(2) by October 7, 2024, ested a timely hearing before a Nasdaq Hearing Panel (Panel) to appeal Nasdaq will provide written notifics delisting determination to the Company that its, trading of our Class A common stock willand warrants would be desuspended and delisted. At that time, t from Nasdaq.
The Company may appeal the relevant delisting determination to a hehas filed a request a hearing before the Panel, which was granted for November 26, 2024 (the Hearings panel pursuant to the procedures set forth in the applicable Date), at which it will request a suspension of delisting pending its return to compliance. Pursuant to Nasdaq Listing Rules. However 5815(a)(1)(B), there can be no assurance hearing request has stayed that, ie suspension of the Company does appeal the rading and delisting determination by Nasdaq to of the Class A common stock and warrants pending the conclusion of the hearings panel process. Consequently, that such appeal would be successful. e Class A common stock and warrants will remain listed on Nasdaq at least until the Panel renders a decision following the hearing.
The Company intends , prior to consithe Hearing Date, to regain compliance with the Minimum Stockholder is Equity Rule by complementting one or more equity offering avails.
There can be no assurance that the Company will be able options to to regain compliance with the Minimum Stockholders' Equity Requirement under the ule or will otherwise be in compliance with other applicable Nasdaq Llisting Rrules. If our Class A common stock was delisted, our stock would be less liquid and it is likely, that the Company will be able to successfully complete an equity offering or that the stock price wouldCompanys appeal of the delisting decreasetermination will be successful.