Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Pursuant to Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company is
entitled to a cure period to regain compliance with the Listing Requirement,
which cure period will expire at the earlier of the Company's 2023 annual
meeting of stockholders (the "2023 Annual Meeting") or
The Company is actively searching for a qualified candidate to add as an independent director and intends to appoint such independent director to the Company's Board of Directors (the "Board") and Audit Committee prior to the end of the cure period.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements including,
but not limited to, those regarding the Company's expectations regarding the
appointment of an independent directors and its ability to regain compliance
with Nasdaq Listing Rules, and the anticipated closing of the Private Placement.
Forward-looking statements may contain words such as "expect," "believe," "may,"
"can," "should," "will," "forecast," "anticipate" or similar expressions, and
include the assumptions that underlie such statements. These statements are
subject to known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statements,
including, but not limited to: the ability of the Company to regain compliance
with Nasdaq Listing Rules by the end of the cure period; the Company's ability
to identify an independent director, the ability of the parties to consummate
the Private Placement in a timely manner or at all; satisfaction of the
conditions precedent to consummation of the Private Placement, including the
ability to secure regulatory approvals in a timely manner or at all; the
possibility of litigation (including related to the Private Placement or change
in control); and other risks described in the Company's filings with the
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