RISK FACTORS
An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with risk factors
included in our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our current
reports on Form 8-K, as well as any amendments thereto, each as filed with the SEC and which are incorporated by reference to this prospectus, before purchasing our securities. Any of these factors
could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment.
Risks Related to this Offering
Our
stockholders will experience significant dilution upon the issuance of common stock if the shares of our common stock underlying our warrants, are exercised or converted.
We have a significant number of securities convertible into, or allowing the purchase of, our common stock. Investors could be subject to increased dilution
upon the conversion or exercise of these securities. For example, as of September 30, 2022, we had 691,554 shares issuable upon the exercise of warrants, with a weighted-average exercise price of $8.17 per share, and 30,780 shares issuable upon
the exercise of stock options under our equity incentive plans, with a weighted-average exercise price of $ 26.83 per share. In addition, 489,520 restricted stock units were outstanding. Further, as of September 30, 2022, we had $5 million
in shares issuable upon sales of shares of common stock under our Purchase Agreement with Keystone Capital, LLC. Sales under the Purchase Agreement are subject to a remaining cap of 1,349,348 shares, based on 19.99% of our outstanding shares of
common stock on the execution date, unless approved by shareholders or individual issuances are considered above market under the rules of the NYSE American. The issuance of additional shares as a result of such conversion or purchase, or their
subsequent sale, could adversely affect the price of our common stock.
If you purchase our securities in this offering, you may in the future incur
dilution in the book value of your shares.
Although you will not incur immediate dilution as a result of this offering, to the extent outstanding
options or warrants are exercised, you may experience future dilution of your equity interests in the Company. As a result of possible future dilution, investors purchasing securities in this offering may receive significantly less than the purchase
price paid in this offering, if anything, in the event of our liquidation.
This is a reasonable best efforts offering, in which no minimum number
or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.
The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The placement agent has no
obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of
this offering, and there can be no assurance that the offering contemplated hereby will ultimately be consummated. Even if we sell securities offered hereby, because there is no minimum offering amount required as a condition to the closing of this
offering, the actual offering amount is not presently determinable and may be substantially less than the maximum amount set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of
proceeds received by us. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us.
Because there is no minimum required for the offering to close, investors in this offering will not receive a refund in the event that we do not sell an
amount of securities sufficient to pursue the business goals outlined in this prospectus.
We have not specified a minimum offering amount in
connection with this offering. Because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are
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