Pursuant to the securities purchase agreement entered into in connection with the offering, the investors
agreed to vote, at a special meeting of stockholders, in favor of an amendment to our amended and restated certificate of incorporation to effect, at the discretion of our board of directors, a reverse stock split of all of our issued and
outstanding shares of Common Stock at a ratio within a range to be determined by our board of directors prior to filing a proxy statement with the Commission related thereto, without further approval or authorization of our stockholders.
On July 13, 2023, we filed a preliminary proxy statement with the Commission, and on July 24, 2023, we filed a definitive proxy statement with the
Commission, to approve the foregoing proposal, as well as a proposal to permit the Company to adjourn the meeting to a later date or dates, if necessary or appropriate, to approve the foregoing proposal. The record date for the special meeting of
stockholders (the Special Meeting) was July 11, 2023, and we will hold the Special Meeting on August 11, 2023.
Second Completed
July 2023 Financing
On July 14, 2023, we entered into a securities purchase agreement with certain investors, which provided for the sale and
issuance by the Company of up to an aggregate of 51,250,000 shares of Common Stock, at a public offering price of $0.040 per share. The offering closed on July 19, 2023. We received gross proceeds from the offering of approximately
$2.1 million, before deducting placement agent fees and other estimated offering expenses payable by us.
The shares issued in the offering were
offered pursuant to a final prospectus supplement, filed with the Commission on July 17, 2023, to the Companys effective shelf registration statement on Form S-3 (File No. 333-269494), which was initially filed with the Commission on
February 1, 2023 and was declared effective on February 8, 2023.
In connection with the offering, we paid Maxim, who served as the exclusive placement
agent for the offering, an aggregate cash fee equal to 8.0% of the gross proceeds of the offering (amounting to $164,000) and additional $60,000 for reimbursement of certain expenses. Additionally, we issued to Maxim, as part of Maxims
compensation, warrants to purchase up to 2,050,000 shares of Common Stock, equal to 4.0% of the aggregate number of shares of Common Stock placed in the offering, which warrants have a term of five years from the commencement of sales under the
offering, are exercisable commencing six months from closing, and have an exercise price of $0.048 per share of Common Stock (equal to 120% of the offering price per share).
Nasdaq Notice
On July 24, 2023, as anticipated, the
Company received a new notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that, as of July 21, 2023, the Companys common stock had a closing bid price of $0.10 or less for ten consecutive trading
days and that, consistent with Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Staff has determined to delist the Companys common stock from the Nasdaq Capital Market. The notice further provided that the Company has until July 31, 2023 to appeal
the Staffs decision.
On July 27, 2023, the Company submitted a request for a hearing before a Nasdaq Hearings Panel (Panel) to appeal
the Staffs delisting determination, which was granted and the hearing has been scheduled to occur on September 21, 2023. Subject to receipt of stockholder approval at the Special Meeting, the Company currently intends to implement a reverse
stock split in order to regain compliance with the Nasdaq continued listing rules prior to the hearing date.
While the appeal process is pending, the
suspension of trading of the Companys common stock will be stayed and the Companys common stock will continue to trade on the Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision. However,
there are no assurances that an extension will be