Latest 10-Q filed 5/15/2026 · Compared against 11/13/2025
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ITEM 1A. RISK FACTORS
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors as previously disclosed in our Registration Statement.
We may issue a substantial number of shares of common stock upon exercise of the warrants issued in our July 2025 Offering, which would cause dilution to our stockholders and may affect the market price of our common stock.
In connection with our July 2025 Offering,If we issued (i) 878,264 pre-funded warrants, (ii) Series A-1 warrants to purchase up to 2,631,578 shares of common stock, and (iii) Series A-2 warrants to purchase up to 2,631,578 shares of common stock. We aailso issued placement agent warrants to purchase up to 197,368 shares of co to mmon stock. The exercise of these warrants will results in the issuance of a substantial number of additional shares of aintain common stock, which will dilute the ownership interests of existing stockholders. The sale of such shares, or the perception that such sales could occur, could also cause the market price of our common stock to decline.
If we fail to maintain compliance witpliance with Nasdaqs continued listing requirements, including the minimum bid price rule, our common stock could be delisted, which would adversely affect the liquidity and market price of our shares.
In FebrJanuary 20256, we effected a 1-for-54 reverse stock split in order to regain compliance with Nasdaqs $1.00 minimum bid price requirement. There can be no assurance that we will be able to maintain compliance with Nasdaqs continued listing standards in the future. A Delisting of our common stock from The Nasdaq Capital Market would likely result in decreased liquidity for our stockholders. CThis could make it more difficult for us to raise additional capital, and might adversely affect the market price of our common stock.