Nasdaq Hearing Update
On February 5, 2020, the
Company received a letter from the Office of General Counsel of The Nasdaq Stock Market LLC (“Nasdaq”) informing it
that the Nasdaq Hearings Panel (the “Panel”) granted the Company’s request to continue the listing of its common
stock on Nasdaq.
At
a hearing held on January 23, 2020, the Company requested that the Panel find it in compliance with the Nasdaq continued
listing rules as a result of its compliance with the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2) for a period
of twelve consecutive trading days as of the date of the hearing. As described in the letter, the
Panel determined that the Company had demonstrated compliance with the minimum bid price requirement.
The
Panel also determined to impose a Panel Monitor pursuant to Nasdaq Listing Rule 5815(d)(4)(A) to last until February 5,
2021. If at any time before February 5, 2021, the Nasdaq Listing Qualifications Department (the “Staff”) or the Panel
determines that the Company has failed to meet the minimum bid price requirement for a period of 30 consecutive trading days or
any other requirement for continued listing on Nasdaq, the Panel will direct the Staff to issue a Staff Delisting Determination
and the Hearings Department will promptly schedule a new hearing, with the initial Panel or a newly convened Panel if the initial
Panel is unavailable. During the monitor period, the Company is obligated to notify the Panel immediately, in writing, in the event
its bid price falls below the minimum requirement for any reason, or if the Company falls out of compliance with any applicable
listing requirement.
The
Nasdaq Listing and Hearing Review Council (the “Listing Council”) may, on its own motion, determine to review any Panel
decision within 45 days. If the Listing Council determines to review the Panel’s decision, it may affirm, modify, reverse,
dismiss or remand the decision to the Panel.
Exchange
Agreement
Since
January 15, 2020, the Company has issued an aggregate of 228,182 shares of Common Stock (the “Shares”) to the
holder of certain outstanding promissory notes issued on May 3, 2019 and June 27, 2019 (the “Original Notes”) in
each case at a price per share equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) for an average price per
share equal to approximately $3.544 in connection with an agreement pursuant to
which the Company and the noteholder agreed to (i) partition new promissory notes in the form of the Original Notes in the
aggregate original principal amount equal to $808,679.02 and then cause the outstanding balance of the Original Notes to be
reduced by an aggregate of $808,679.02; and (ii) exchange the partitioned note for the delivery of the
Shares.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on
Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements related to (i) the Panel’s decision to permit the continued listing of the
Company’s common stock on Nasdaq, (ii) the Company’s ability to maintain compliance with the minimum bid price requirement
or any other Nasdaq continued listing requirement and (iii) the possibility of a review by the Listing Council of the Panel’s
decision to continue the Company’s listing. The words “intend,” “may,” “should,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or “continue” or the negative of these terms or other comparable terminology are intended to
identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company
believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions
or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from
those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause
such differences, please refer to the Company’s filings with the SEC. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.