Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 18, 2023, the Company received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that, in connection with the Company’s private placement that closed on October 10, 2023, the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Listing Rule 5635(d)1 (the “Rule”), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined under Nasdaq rules). Pursuant to the private placement, the Company entered into a securities purchase agreement with an institutional investor to sell 2,265,000 units at an offering price of $1.10 per Unit. The units were comprised of 1,350,000 shares of common stock, 915,000 pre- funded warrants, and 2,265,000 warrants, representing 37% of the pre-transaction shares outstanding. The Minimum Price of the Company’s common stock was $1.27 as of October 5, 2023, the date of the binding agreement. The units were priced at $1.10, a price which is less than the Minimum Price. Further, while the warrants are not exercisable for six months, the exercise price of the warrants was $1.10, a discount to the Minimum Price. As a result, the shares issued in the private placement represented more than 20% of the pre-transaction shares outstanding and were issued at a discount and as such, required shareholder approval under the Rule. Absent shareholder approval, Staff determined the Company was not in compliance with the Rule. The letter further noted that, as a result of the Warrant Amendment as described under Item 1.01 of this report, the Company regained compliance with the Rule.