SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENT

On March 26, 2025, the Company received a letter from Nasdaq notifying the Company that, based on the financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2024, the Company is no longer in compliance with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Equity Standard”). The letter indicated that we had until May 12, 2025 to either regain compliance with the Equity Standard or submit a plan to Nasdaq to regain compliance with the Equity Standard (a “Compliance Plan”). However, pursuant to Nasdaq listing rule 5810(d)(2), our failure to comply with the Minimum Bid Price Requirement served as a separate and additional reason for delisting and, as such, the Notice indicated that Nasdaq will not entertain a Compliance Plan, and the Company should also address our noncompliance with the Equity Standard before a Hearings Panel if we appeal Nasdaq’s determination.

On April 23, 2025, the Company received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying that the Company is not in compliance with Nasdaq listing rule 5550(a)(2) because the closing bid price of our common stock for the last 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share (the “Minimum Bid Price Requirement”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Nasdaq listing rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Nasdaq listing rule 5810(c)(3)(A) because the Company effected a reverse stock split during the prior one-year period.

Accordingly, unless the Company requested an appeal of the delisting determination by April 30, 2025, Nasdaq had determined that our securities will be scheduled for delisting from The Nasdaq Capital Market and would have been suspended at the opening of business on May 2, 2025. In addition, a Form 25-NSE would have been filed with the Securities and Exchange Commission (the “SEC”), which would have removed our securities from listing and registration on The Nasdaq Stock Market.

The Company appealed the delisting determination before April 30, 2025 by requesting an appeal with a Nasdaq Hearings Panel (the “Hearings Panel”). The request for an appeal stayed the suspension of our securities and the filing of the Form 25-NSE pending the Hearings Panel’s decision. The Company intends to present our plans to regain compliance with the Minimum Bid Price Requirement and the Equity Standard in connection with our planned merger transaction with Decoy Therapeutics Inc. However, there are no assurances a favorable decision from the Hearing Panel will be obtained or that its securities will remain listed on The Nasdaq Capital Market.