Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
As previously disclosed on January 12, 2026, the Corporation received a letter from Nasdaq indicating that the Corporation was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Corporation's Common Stock had closed below $1.00 for the previous 30 consecutive business days (the "Bid Price Rule"). The Company was given until July 13, 2026, to regain compliance with the Bid Price Rule (the "Compliance Period").
As previously disclosed on April 8, 2026, the Corporation received a letter from Nasdaq indicating that the Corporation was not in compliance with Nasdaq Listing Rule 5550(b) because the Company did not meet the requirement to maintain a minimum of $2,500,000 in stockholders' equity for continued listing on the Nasdaq Capital Market (the "Stockholders' Equity Rule").
On July 14, 2026, the Corporation received a written notice (the "Notice") from the Nasdaq Listing Qualifications Department of Nasdaq indicating that the Staff determined that the Corporation did not comply with the Bid Price Rule within the Compliance Period. The Notice further indicated that the Corporation was not eligible for a second 180-day period to regain compliance with the Bid Price Rule because the Corporation does not comply with the minimum stockholders' equity initial listing requirement for The Nasdaq Capital Market.
As a result of non-compliance with the Bid Price Rule, the Staff has determined to delist the Corporation's Common Stock from The Nasdaq Capital Market at the opening of business on July 23, 2026, unless the Corporation was to request an appeal of the determination by July 21, 2026. The Corporation's non-compliance with the Stockholders' Equity Rule was an additional and separate basis for the Staff's determination to delist the Corporation's Common Stock from The Nasdaq Capital Market. If the Corporation does not file a hearing request by 4:00 p.m. Eastern Time on July 21, 2026, the Corporation's Common Stock will be delisted and Nasdaq will file a Form 25-NSE with the SEC, which will remove the Corporation's Common Stock from listing and registration on Nasdaq.