Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on May 20, 2022, the Company received a deficiency notification from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). The Company was granted a 180 calendar day grace period, or until November 16, 2023, to regain compliance with the Rule. Subsequently, on November 17, 2022, the Company was provided an additional 180 calendar day compliance period, or until May 15, 2023, to demonstrate compliance with the minimum bid price requirement. The continued listing standard would be met if the Company evidenced a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the grace period.

On April 20, 2023, the Company was notified by the Listing Qualifications Staff (the "Staff") of Nasdaq that the Company did not meet the minimum closing bid price requirement of $1.00 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2), as the Staff has determined that as of April 19, 2023, the Company's securities had a closing bid price of $0.10 or less for ten consecutive trading days, from April 5 through April 19, 2023. As such, the Staff has determined to delist the Company's common stock from the Nasdaq Capital Market and to suspend trading of the common stock at the opening of business on May 1, 2023, and file a Form 25-NSE with the Securities and Exchange Commission, unless the Company timely requests a hearing on an appeal of this determination by the Staff before the Nasdaq Hearings Panel,which will stay the suspension of the Company's common stock pending the panel's decision. The Company plans to timely submitting a hearing request to Nasdaq's Hearings Department.





Forward-Looking Statements

Statements in this report that are not strictly historical in nature constitute "forward-looking statements." Such statements include, but are not limited to, the Company's successfully appealing the Staff's determination and its ability to regain compliance with Nasdaq's continued listing standards. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from any results expressed or implied by such forward-looking statements. Risk factors that may cause actual results to differ are discussed in the Company's SEC filings. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.

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