As referred to in Exhibit 10.1 to the Company‘s Current Report on Form 8-K filed on June 28, 2019, a purported shareholder, City of Warren Police and Fire Retirement System, filed in the Court of
Common Pleas of Chester County, Pennsylvania, a purported class action complaint on behalf of all purchasers of common stock pursuant to the follow-on public offering of the Company that closed on May 25, 2018. The complaint named as defendants
the Company, its chief executive officer, its then chief financial officer, each of the then serving directors of the Company, and each of the underwriters of the public offering. The complaint alleges violations of the Securities Act of 1933, as
amended, due to, among other things, that the Company’s registration statement used in connection with the public offering purportedly contained untrue statements of material fact or omitted to state other facts necessary to make the statements
made therein not misleading. The parties have agreed to extend the time for the defendants to plead or otherwise respond to the complaint until August 19, 2019. The Company intends to vigorously defend this action.
The information in Item 8.01 in this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Forward-looking Statements
:
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this Form 8-K are forward-looking statements.
When used in this Form 8-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company or its management, identify forward looking statements. Such forward-looking statements are
based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors, including but not limited to, the ability to complete the financial statements required to be included in its unfiled periodic reports, restatement of the affected financial statements and address any material
weaknesses; the timing of completion of interim reviews and audits by the Company’s independent auditor; whether the Panel would reconsider the terms of the delisting extension based upon any relevant event, condition or circumstance that exists
or may develop, including the additional deficiency related to the Company’s failure to convene its Annual Meeting as required by the applicable rule; risks relating to the substantial costs and diversion of personnel’s attention and resources
deployed to address the restatement of the affected financial statements and internal control matters; the risk of litigation or regulatory action arising from the internal investigation and its findings, from the failure to timely file its
periodic reports with the Securities and Exchange Commission, from the restatement of the affected financial statements, from allegations related to the registration statement for the follow-on public offering, or from potential litigation or
other claims arising from the derivative demands; any subsequent discovery of additional adjustments to the Company’s previously issued financial statements; the ability of the Company to regain and maintain compliance with Nasdaq’s continued
listing requirements; the timing of the review by, and the conclusions of, the Company’s independent auditor with respect to the financial statements; the ability of the Company to successfully defend itself, and the possibility of unfavorable
outcomes, in the class action, the shareholder demands for derivative action, and the action filed in Chester County, Pennsylvania, or in possible future legal proceedings; the impact of the pending class action, shareholder demands for
derivative action and the Chester County action on the Company’s business, reputation, results of operations and financial condition; and the risk that the filing of the unfiled periodic reports or the restatement of the affected financial
statements will take longer than anticipated, resulting in delisting of the Company’s securities. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us speaks only as of
the date of this Form 8-K. Unless required by law, the Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated
events.