38 added · 20 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
However, upon the occurrence of an Event of Default (as defined in the Lind Notes), the Company will be obligated to pay Lind an amount equal to either 110% or 120% of the then-outstanding principal amount of the applicable Lind Note depending on the nature of the Event of Default, and Lind may declare such Lind Note due and payable, in addition to any other remedies under the Transaction Documents (as defined in the Lind Securities Purchase Agreement).
Additionally, upon the occurrence of an Event of Default or an event which with the passage of time may result in an Event of Default, Lind may convert all or a portion of the outstanding principal amount of the applicable Lind Note at the lower of (i) the then-current Conversion Price (as defined in the Lind Notes) and (ii) ninety-percent (90%) of the average of the three (3) lowest daily VWAPs during the twenty (20) trading days prior to the delivery of the notice of conversion, which could significantly dilute our stockholders.
Failure to adequately protect and maintain the integrity of our information systems and data, including as a result of a security breach, may result in significant losses and have a material adverse effect on our financial position, results of operations and cash flows. 15 Table of Contents Our business and reputation will suffer if we are unable to establish and comply with stringent quality standards to assure that the highest level of quality is observed in the performance of our tests.
This limitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties to our Company. 25 Table of Contents Our corporate governance documents, certain corporate laws applicable to us, and share ownership by executive officers and directors, could make a takeover attempt, which may be beneficial to our stockholders, more difficult.
On May 20, 2025, we issued a secured convertible note to Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”), which has a principal amount of $7,500,000 (the “2025 Lind Note”) and an accompanying common stock purchase warrant.
In addition, the Amended and Restated Securities Purchase Agreement, dated January 7, 2026, by and between the Company and Lind (the “Lind Securities Purchase Agreement”), and the Lind Notes contain, and any of our future debt agreements may contain, restrictive covenants that may prohibit us from adopting any of these alternatives.
The 2025 Lind Note and the 2026 Lind Note are convertible at Lind’s option into shares of our common stock at an initial conversion price of $0.72 per share and $0.5714 per share, respectively, subject to any adjustments set forth in the Lind Notes.
In addition to shares of common stock issuable upon conversion and repayment of the Lind Notes, as of February 28, 2026 we also had outstanding warrants to purchase up to an aggregate of 62,137,692 shares of common stock at varying exercise prices.
On February 6, 2026, we received a notice of non-compliance from the NYSE American stating that we are not in compliance with continued listing standards of Section 1003(a)(i), Section 1003(a)(ii), and Section 1003(a)(iii).
If we experience an Event of Default under either of the Lind Notes, we may experience a material adverse effect on our liquidity, financial condition, and results of operations.
On January 15, 2026, we issued an additional secured convertible note to Lind which has a principal amount of $2,400,000 (the “2026 Lind Note”) and an accompanying common stock purchase warrant.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
No longer disclosed
Failure to adequately protect and maintain the integrity of our information systems and data, including as a result of a security breach, may result in significant losses and have a material adverse effect on our financial position, results of operations and cash flows.
This limitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties to our Company.
We have a “going concern” opinion from our auditors, indicating the possibility that we may not be able to continue to operate.
For all the foregoing reasons, we may not be able to compete successfully against our competitors, which could jeopardize our ability to recoup research and development expenditures, hurt our reputation and harm our business, results of operations and financial condition. 13 Table of Contents Our management has broad discretion over the use of our available cash and might not allocate cash in ways that increase the value of your investment .
The failure of clinical trials to demonstrate the safety and effectiveness of our clinical candidates for the desired indication(s) would preclude the successful development of those candidates for such indication(s), in which event our business, prospects, results of operations and financial condition may be adversely affected.
Any failure to build and manage a sales and marketing team effectively, or to successfully engage and maintain third-party providers for such services, could have a material adverse effect on our business. 17 Table of Contents Our products will require several dynamic and evolving sales models tailored to different worldwide markets, users and products.
Although we utilize a variety of measures to secure the data that we control, even compliant entities can experience security breaches or have inadvertent failures despite employing reasonable practices and safeguards. 20 Table of Contents We may also face new risks relating to data privacy and security as the United States, individual U.S. states or Canadian provinces, E.U. member states, and other international jurisdictions adopt or implement new data privacy and security laws and regulations as we continue to commercialize our products worldwide.
Our corporate governance documents, certain corporate laws applicable to us, and share ownership by executive officers and directors, could make a takeover attempt, which may be beneficial to our stockholders, more difficult.
In addition, due to technological changes that may affect our products or judicial interpretation of the scope of our patents, our products might not, now or in the future, be adequately covered by our patents.
If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.
Our business and reputation will suffer if we are unable to establish and comply with stringent quality standards to assure that the highest level of quality is observed in the performance of our tests.
Our research and development efforts will be hindered if we are not able to obtain samples, contract with third parties for access to samples or complete timely enrollment in future clinical trials.