Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On January 6, 2023, the Company
received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company is not in compliance with Listing Rule 5620(a), due to the Company’s failure to hold an annual meeting
of shareholders within twelve months of the end of the Company’s fiscal year end. The Notice is only a notification of deficiency,
not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the NASDAQ Capital
Market.
The Notice states that the Company
has until February 20, 2023 to submit a plan to regain compliance with Listing Rule 5620(a). If Nasdaq accepts the Company’s
plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the fiscal year end, or until June 29, 2023, to evidence
compliance with Listing Rule 5620(a). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal
the decision in front of a Nasdaq Hearings Panel.
Cautionary Information Regarding Trading in the
Company’s Securities
The Company continues to face
certain risks and uncertainties that have been affecting its business and operations, and these risks and uncertainties may affect the
Company’s ability to enter into a sale transaction and could impact the outcome of the Cases. Holders of the Company’s equity
securities will likely be entitled to little or no recovery on their investment following the Cases, and recoveries to other stakeholders
cannot be determined at this time. The Company cautions that trading in the Company’s securities given the pendency of the Cases
is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship
to the actual value realized, if any, by holders of the Company’s securities in the Cases. Accordingly, the Company urges extreme
caution with respect to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This document includes certain
statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding
the Chapter 11 process and the Cases, the Company’s intention to continue operations during the Chapter 11 process, the Company’s
future prospects and potential strategic alternatives, including a potential sale of the Company’s assets in connection with the
Chapter 11 process, and the Company’s ability to maintain a listing on Nasdaq. The Company’s actual results or outcomes and
the timing of certain events may differ significantly from those discussed in any forward-looking statements. These statements are based
on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
the Company. These forward-looking statements are subject to a number of risks and uncertainties, including risks associated with
the potential adverse impact of the Bankruptcy Filings on the Company’s liquidity and results of operations; changes in the Company’s
ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations;
the outcome and timing of the Chapter 11 process and any potential asset sale, including the risk that no purchaser of the Company’s
assets emerges; the effect of the Bankruptcy Filings and any potential asset sale on the Company’s relationships with vendors, regulatory
authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter
11 process or any potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other
conditions to any potential asset sale; the timing or amount of any distributions, if any, to the Company’s stakeholders; and the
possibility that Nasdaq may delist the Company’s securities; and those factors discussed in the Company’s annual report on Form
10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022 and quarterly report on Form 10-Q
filed with the SEC on November 14, 2022, in each case under the heading “Risk Factors,” and other documents of the Company
filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that
the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date of this document. The Company anticipates that subsequent events and developments will cause its assessments to change.
However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.