Item 8.01 Other Events.
On
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with
the proposal to be submitted to the Company's stockholders at its special
meeting seeking approval of an amendment to the Certificate of Incorporation to
effect a reverse stock split (the "Reverse Split Proposal"). This press release
does not contain all the information that should be considered concerning the
Reverse Split Proposal and is not intended to form the basis of any investment
decision or any other decision in respect of the Reverse Split Proposal. In
connection with the Reverse Split Proposal, the Company plans to file a
preliminary proxy statement on Schedule 14A with the
When available, the definitive proxy statement and other relevant materials for
the Reverse Split Proposal will be made available to stockholders of the Company
as of the record date for the special meeting. Investors and security holders
will also be able to obtain the documents (when available) free of charge at the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release datedDecember 2, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements reflect the Company's current views with respect to, among other
things, future events, including the Company's notification of the NYSE of its
intent to cure the stock price deficiency and any potential plans for doing so.
Forward-looking statements are often, but not always, made through the use of
words or phrases such as "may," "should," "could," "predict," "potential,"
"believe," "will likely result," "expect," "continue," "will," "anticipate,"
"seek," "estimate," "intend," "plan," "projection," "would" and "outlook," or
the negative version of those words or other comparable words or phrases of a
future or forward-looking nature. These forward-looking statements are not
historical facts and are based on our current expectations and assumptions and
analyses made by us in light of our experience and our perception of historical
trends, current conditions, and expected future developments, as well as other
factors we believe are appropriate under the circumstances. Accordingly, we
caution you that any such forward-looking statements are not guarantees of
future performance and are subject to risks, assumptions, and uncertainties that
are difficult to predict. Although we believe the expectations reflected in
these forward-looking statements are reasonable as of the date made, actual
results may prove to be materially different from the results expressed or
implied in these forward-looking statements due to a number of factors, many of
which are beyond our control, including the price of our common stock at any
given time, the voting results on any proposal submitted to the Company's
stockholders, and other factors under the heading "Risk Factors" in our Annual
Report on Form 10-K for the year ended
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