Item 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 9, 2022,
the Company received a notice (the “Notice”), dated December 9, 2022, from the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that as a result of the delinquency in the timely filing of the Company’s quarterly report on Form 10-Q
for the period ended September 30, 2022 (the “10-Q”), the Company is out of compliance with Nasdaq Listing
Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.
As a result of the delinquency,
the Company must submit its original plan to regain compliance with the Listing Rule within sixty (60) calendar days from the Notice,
and if Nasdaq accepts the plan, Nasdaq may grant an extension of one hundred eighty (180) calendar days from the 10-Q due date, or until
May 29, 2023, to regain compliance.
While the Company can
provide no assurances as to timing, the Company plans to file the Form 10-Q as soon as practicably possible to regain compliance with
the Listing Rule.
Forward Looking Statements
This Current Report on
Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of present or historical fact included in this Form 8-K, regarding the Company’s strategy, future operations,
prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying
words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are
based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of
the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking statements are subject
to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In
addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks and uncertainties,
including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional
examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s
ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq,
the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing
Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under
the heading “Risk Factors” in the Form S-1 filed by the Company with the SEC on April 29, 2022, and the other documents filed,
or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations
and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC.
These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described
in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those
expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update
any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances
after the date of this Form 8-K.
