Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on May 27, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") Listing Qualifications Staff (the "Staff") notifying the Company that its stockholders' equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Requirement"). The notification letter stated that the Company had until July 11, 2025 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain compliance on July 11, 2025 and subsequently provided the Staff with additional materials. On October 31, 2025, the Company received written notice that, based on review of the compliance plan and additional materials, the Staff had granted the Company an extension to November 24, 2025 to regain compliance with the Minimum Stockholders' Equity Requirement.

Subsequently, on November 18, 2025, based on the Staff's review of the Company's Form 8-K, dated November 14, 2025, the Staff determined that the Company regained compliance with Minimum Stockholders' Equity Requirement, subject to Nasdaq's continued monitoring of the Company's ongoing compliance with the Minimum Stockholders' Equity Requirement. Under such monitoring, if at the time of the Company's periodic report following having regained compliance, the Company did not evidence continued compliance, it may be subject to delisting.

On April 20, 2026, the Staff issued a letter to the Company indicating that, because the Company's stockholders' equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 was $2,260,120, the Company is no longer in compliance with Minimum Stockholders' Equity Requirement. The Staff's letter indicated that the Company's non-compliance would result in the delisting of the Company's securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company intends to timely request a hearing before the Panel, which request will stay any further action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing.

The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Minimum Stockholders' Equity Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders' Equity Requirement, maintain compliance with the other Nasdaq listing requirements or be successful in appealing the delisting determination.