Nuwellis, Inc.

Note 1 – Nature of Business and Basis of Presentation

Nature of Business: Nuwellis, Inc. (the “Company”) is a commercial-stage medical device company focused on advancing precision cardiorenal care in critical care settings, through the development, manufacture and commercialization of the Aquadex SmartFlow® system for ultrafiltration therapy. The Aquadex SmartFlow® system is indicated for temporary (up to eight hours) or extended (longer than 8 hours in patients who require hospitalization) use in adult and pediatric patients weighing 20 kg or more, whose fluid overload is unresponsive to medical management, including diuretics. Nuwellis, Inc. is a Delaware corporation headquartered in Minneapolis with a wholly owned subsidiary in Ireland and Israel which we are in the process of dissolving. The Company has been listed on Nasdaq since February 2012.

In August 2016, the Company acquired the business associated with the Aquadex System (the “Aquadex Business”) from a subsidiary of Baxter International, Inc. (“Baxter”) and refocused its strategy to fully devote its resources to the Aquadex Business. On April 27, 2021, the Company announced that it was changing its name from CHF Solutions, Inc. to Nuwellis, Inc. to reflect the expansion of its customer base from treating fluid imbalance resulting from congestive heart failure to also include critical care and pediatric applications.

Principles of Consolidation: The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and do not include all disclosures required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended June 30, 2026, are not necessarily indicative of the results expected for the full year.

Reclassification: Certain prior year amounts have been reclassified to conform to our 2026 presentation. On the condensed consolidated statements of cash flows for the six months ended June 30, 2025, the other assets and liabilities line within operating activities was changed to present the change in other assets and other liabilities separately. There were no impacts to the net cash used in operating activities for the six months ended June 30, 2025 as a result of the change.

Acquisitions: The Company evaluates acquisitions pursuant to ASC 805, Business Combinations, to determine whether the transaction should be accounted for as a business combination or an asset acquisition.

For asset acquisitions, the Company allocates the purchase price (including transaction costs) to the individual assets acquired and liabilities assumed on a relative fair value basis. Direct acquisition-related costs are capitalized as part of the purchase price.

Acquired In-Process Research and Development Expenses: Acquired in-process research and development activities include payments pursuant to the Company’s asset acquisition. In-process research and development that is acquired in a transaction that does not qualify as a business combination under U.S. GAAP and that does not have an alternative future use is recorded as Research and Development expense in the consolidated statements of operations in the period in which it is acquired.

Intangible Assets: Intangible assets comprise non-competition agreements and website development costs. Intangible assets with finite lives are amortized over the period the assets are expected to contribute directly or indirectly to future cash flows.

Intangible assets are reviewed for impairment annually or more frequently if indicators of impairment exist.

Going Concern: The Company’s condensed consolidated financial statements have been prepared assuming it will continue as a going concern. As of June 30, 2026, the Company had an accumulated deficit of $325.7 million and expects to continue incurring losses in the near term.

To date, the Company has been funded primarily through equity financings. The Company believes its existing capital resources will be sufficient to support its operating plan into the second quarter of 2027. It will also continue to evaluate opportunities to raise additional capital through debt, equity, or a combination thereof to support growth initiatives and strengthen its balance sheet. While the Company is confident in its ability to fund operations and execute on its strategic plan, there can be no assurance that additional capital will be available on favorable terms, or at all, or that the Company will achieve profitability.

These conditions, including continued operating losses, negative cash flows from operations, an accumulated deficit of $325.7 million, and the need for additional capital to fund ongoing operations and growth initiatives (including the integration of Rendiatech Ltd., and Israeli company (“Rendiatech”) following the Company’s acquisition), raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these financial statements are issued. On March 17, 2026, the Company acquired 100% of the outstanding stock of Rendiatech Ltd. The acquisition was accounted for as an asset acquisition under ASC 805-50 because the acquired set did not meet the definition of a business. While management’s plans, including recent financing activities, cost discipline initiatives, and contingency measures, are intended to address these conditions, such plans do not alleviate the substantial doubt. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Segment Information: Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker (the “CODM”), the chief executive officer, view the Company’s operations and manages its business as a single operating segment. On June 30, 2026, and December 31, 2025, long-lived assets were located primarily in the United States. See Note 9 — Segment Reporting for additional information.

Revenue Recognition: The Company recognizes revenue in accordance with Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers, which the Company adopted effective January 1, 2018. Accordingly, the Company recognizes revenue when its customers obtain control of its products or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods and services. See Note 2 – Revenue Recognition below for additional disclosures.

Inventories consisted of the following:

Loss per Share: Basic loss per share is computed based on the net loss for each period divided by the weighted average number of common shares outstanding. See Note 3 – Stockholders’ Equity below for additional disclosures.

Diluted earnings per share is computed based on the net loss allocable to common stockholders for each period divided by the weighted average number of common shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include shares underlying outstanding convertible preferred stock, warrants, stock options and other stock-based awards granted under stock-based compensation plans.

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:

The following table reconciles reported net loss with reported net loss per share for each of the three and six months ended:

Recently Issued Accounting Pronouncements: In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income- Expense Disaggregation Disclosures, which requires detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

Subsequent Events: The Company evaluates events through the date the condensed consolidated financial statements are filed for events requiring adjustment to or disclosure in the condensed consolidated financial statements. See Note 10 – Subsequent Events below for additional disclosures.

Note 2 – Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which was adopted effective January 1, 2018. Revenue is recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration expected to be received. The majority of contracts have a single performance obligation and are short-term in nature. Revenue from extended service plans (less than 1% of net sales) is recognized over time and included in deferred revenue (classified in other current liabilities). See Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for a full description of our revenue recognition policy.

International Exit: On August 7, 2025, the Company announced its decision to exit substantially all its international operations in order to focus exclusively on the U.S. market—where the Company is seeing the strongest growth and clinical demand. With expanding traction in U.S. cardiac surgery and pediatric programs, and a rising opportunity in the hospital-based outpatient space, the Company is streamlining to prioritize investment in markets where it can have the most immediate and long-term impact. As of June 30, 2026, the Company’s remaining accrued contractual exit fees and product repurchase obligations were $49,000.

Customer Concentration: For the three months ended June 30, 2026, two customers represented 14%, and 12% of net sales. For the three months ended June 30, 2025, one customer represented 20% of net sales. For the six months ended June 30, 2026, two customers represented 13%, and 11% of net sales. For the six months ended June 30, 2025, one customer represented 16% of net sales.

Product Returns and Other: The Company estimates product returns based on historical data and industry information. Returns have been minimal to date, and no material variable consideration adjustment was required in the current period. Shipping and handling costs are included in cost of goods sold, and sales taxes are excluded from revenue.

Note 3 – Stockholders’ Equity

Series F Convertible Preferred Stock: As of June 30, 2026 and December 31, 2025,27 shares and 127 shares of Series F convertible preferred stock remained outstanding, respectively (par value $0.0001 per share; authorized 18,000 shares). The conversion price was last adjusted to $13,895 following the 1-for-35 reverse stock split which waseffectuated on June 25, 2026. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the terms, anti-dilution provisions, and historical issuances.

Series F-1 Convertible Preferred Stock: As of June 30, 2026 and December 31, 2025,34 shares of Series F-1 convertible preferred stock remained outstanding. These shares were issued in exchange for Series F shares held by our former CEO in June 2025. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for further details.

Common Stock and Warrants: During the three months ended June 30, 2026, the Company completed a public offering on June 8, 2026 that raised aggregate gross proceeds of approximately $6.0 million before placement agent fees and offering expenses. The offering included shares of common stock, pre-funded warrants, and accompanying Series C warrants (the “Series C Warrants”) and Series D warrants (the“Series D Warrants”). See below for additional details regarding this transaction and the earlier January 2026 private placement and warrant inducement.

January 2026 Private Placement and Warrant Inducement Offer (“January 2026 Transaction”): In January 2026, the Company completed a private placement (the “January 2026 PIPE”) and warrant inducement transaction (the “January 2026 Warrant Inducement”) with Armistice Capital Master Fund Ltd. that generated aggregate gross proceeds of approximately $5.1 million (before deducting placement agent fees and other offering expenses of approximately $0.7 million), resulting in net proceeds to the Company of approximately $4.4 million. The transaction included the issuance of pre-funded warrants, common stock purchase warrants, and inducement warrants (recorded in equity), as well as placement agent warrants. All warrants issued in the January 2026 transaction were classified as equity instruments.

At-The-Market Offering: We maintain an ATM agreement with Ladenburg Thalmann & Co. Inc. (entered September 3, 2025), under which we may sell common stock from time to time. As of June 30, 2026, we had sold 23,227 shares for net proceeds of approximately $2.99 million.1,284 shares for net proceeds of approximately $55,000 were sold under the ATM during the three months ended June 30, 2026. See Note 4 in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of the agreement terms.

June 2026 Stock Offering: On June 8, 2026, the Company announced the closing of its public offering of 54,381 shares of its common stock, pre-funded warrants to purchase 517,047 shares of common stock, (in each case with accompanying Series C Warrants to purchase up to 1,714,293 shares of common stock and Series D Warrants to purchase up to 571,437 shares of common stock with gross proceeds of approximately $6.0 million (before deducting placement agent fees and other offering expenses of approximately $1.1 million), resulting in net proceeds to the Company of approximately $4.9 million (the “June 2026 Financing”). The public offering price per share of common stock and accompanying warrant is $10.50 per share and accompanying warrants, and the public offering price per pre-funded warrant and accompanying warrants is $10.4965 per pre-funded warrant and accompanying warrants. Each pre-funded warrant has an exercise price of $0.0035 per pre-funded warrant and was immediately exercisable. The Series D Warrants have an exercise price of $10.50 and are exercisable for a period offive years following the receipt of stockholder approval and authorized share increase, which the Company, as required by the applicable rules and regulations of Nasdaq, received on July 24, 2026. The Series C Warrants contain a one-time reset of the exercise price in the event that the Company implemented the 2026 Reverse Stock Split (as defined below) equal to the greater of: (i)20% of the combined public offering price per share of common stock and accompanying warrants in the offering and (ii) the lowest daily volume weighted average price for thefive trading days immediately following the date of the implementation of the 2026 Reverse Stock Split. After the reverse stock split was effectuated on June 25, 2026, the lowest daily volume weighted average price during the applicable five-trading-day period was $3.02. Pursuant to the terms of the Series C Warrants, which provide for a 10% discount to such VWAP, the reset exercise price of the Series C Warrants was set at $2.72 per share. The Series D Warrants include a zero-cash exercise option allowing holders of a Series D Warrant the right to receive, without payment of any additional cash to the Company, an aggregate number of shares equal to the number of shares of common stock that would be issuable upon a cash exercise of such Series D Warrants.

The Series C Warrants and Series D Warrants offered in the June 2026 Financing were determined to be classified as a liability on the condensed consolidated balance sheet. An independent valuation of the warrants was performed and reviewed with management. The Series C Warrants were valued using the Monte Carlo Simulation Model utilizing US Treasury Rates, Volatility rates, common stock price and assumptions around date and likelihood of a reverse split exercise price adjustment and fundamental transaction. The Series D Warrants were valued using the common stock price given the zero-exercise price. The valuation at issuance was $11.0 million and at June 30, 2026, was $6.6 million, representing a warrant liability decrease of $4.4 million from issuance. The $4.4 million warrant liability decrease from issuance has been reported on the condensed consolidated statement of operations as a “Change in fair value of warrant liability”. The warrant valuation of $11.0 million exceeded the gross proceeds of $6.0 million. Accordingly, the warrant valuation exceeded the gross proceeds and the difference was recorded as ‘Day 1 interest’. You will find this difference, along with other issuance costs (discounts, legal, printing) reported on the condensed consolidated statement of operations as “Financing expense”.

In a concurrent private transaction, we agreed to reduce the exercise price of up to 102,243 outstanding common stock warrants expiring between August 4, 2030 and February 9, 2031, to the public offering price (“Repriced Warrants”). Other than the reduction in exercise price, the terms of the Repriced Warrants remain the same and unchanged. The exercise of the Repriced Warrants was subject to the approval of the Company’s stockholders, which was received on July 24, 2026. See Note 10 – Subsequent Events below for additional disclosures.

Reverse Stock Split: On June 19, 2025, the Board approved aone-for-forty-two reverse stock split of the Company’s issued and outstanding shares of common stock (the “2025 Reverse Stock Split”) which became effective on July 3, 2025, and our common stock began trading on a post-split basis.

On August 4, 2025, the Company’s stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its outstanding common stock at a ratio in the range ofone-for-five toone-for-seventy, to be determined at the discretion of the Board. On June 25, 2026, the Company effectuated aone-for-thirty-five (1-for-35) reverse stock split of its issued and outstanding shares of common stock (the “2026 Reverse Stock Split”). The 2026 Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on June 25, 2026, and the Company’s common stock began trading on a split-adjusted basis when the market opened on June 26, 2026. When the 2026 Reverse Stock Split became effective, every thirty-five shares of the Company’s issued and outstanding common stock (and such shares held in treasury) automatically converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of all outstanding stock options, restricted stock units, and warrants to purchase shares of common stock, as well as the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that was created as a result of the 2026 Reverse Stock Split was rounded down to the next whole share, and the stockholder received cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company’s common stock as reported on Nasdaq on the last trading day before the 2026 Reverse Stock Split became effective. All share and per-share amounts have been retroactively adjusted to reflect both reverse stock splits for all periods presented.

Note 4 - Stock-Based Compensation

Under the fair value recognition provisions of U.S. GAAP for accounting for stock-based compensation, the Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period.

The following table presents the classification of stock-based compensation expense recognized for the periods below:

During the three and six months ended June 30, 2026, under the 2017 Equity Incentive Plan and the 2021 Inducement Plan, the Company granted 768 and 1,622 stock options, respectively, to its directors, officers and employees. During the three and six months ended June 30, 2025, the Company granted 122 stock options in each period. Vesting generally occurs either immediately or up to a 48-month period based on a time-of-service condition. The weighted-average grant date fair value of the stock options issued during the three and six months ended June 30, 2026 was $42.93 and $40.15 per share, respectively, and during the three and six months ended June 30, 2025 was $18.19 per share for both periods.

The total number of stock options outstanding as of June 30, 2026, and 2025 were 1,722 and 125, respectively.

During the three months ended June 30, 2026 and 2025,86 and 0 stock options vested, respectively. During the six months ended June 30, 2026 and 2025,109 and 0 stock options vested, respectively.

During the three and six months ended June 30, 2026,25 stock options expired or were forfeited. During the three and six months ended June 30, 2025, no stock options expired or were forfeited.

During the three and six months ended June 30, 2026 and 2025, no options were exercised.

Note 5—Fair Value

The Company’s financial instruments consist of cash and cash equivalents and warrants.

Pursuant to the requirements of Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurement,” the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

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Level 1 - Financial instruments with unadjusted quoted prices listed on active market exchanges.

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Level 2 - Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

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Level 3 - Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

The fair value of the Company’s common and preferred stock warrant liabilities were calculated using a Monte Carlo valuation model and were classified as Level 3 in the fair value hierarchy.

The deferred consideration liability related to the Rendiatech asset acquisition (additional cash payments due in 2026 and 2027) is also classified as Level 3. The liability was initially measured at its fair value of $313,000 on the acquisition date of March 17, 2026, using a discount rate of 13.38% (Company’s estimated credit risk rate based on a CCC bond yield).

The carrying value of the deferred consideration liability approximates its fair value as of June 30, 2026.

The following is a roll-forward of the fair value of the Level 3 liabilities:

Note 6 – Income Taxes

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of its deferred tax assets. The Company has established a full valuation allowance for its U.S. and foreign deferred tax assets due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements.

As of June 30, 2026, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties in its Annual Report on Form 10-K for the year ended December 31, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted and the Company continues to evaluate the impact on its financial position. The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

Note 7—Operating Leases

The Company leases a 23,000 square foot facility located in Eden Prairie, Minnesota for office and manufacturing space under a non-cancelable operating lease that expires in March 2027. In November 2021, the Company entered into a fourth amendment to the lease, extending the term of the lease from March 31, 2022 to March 31, 2027. This facility serves as our corporate headquarters and houses substantially all our functional departments. Monthly rent and common area maintenance charges, including estimated property tax for our headquarters, total approximately $36,000. The lease contains provisions for annual inflationary adjustments. Rent expense is being recorded on a straight-line basis over the term of the lease. Beginning on April 1, 2022, the annual base rent was $10.50 per square foot, subject to future annual increases of $0.32 to $0.34 per square foot.

Note 8—Commitments and Contingencies

Employee Retirement Plan: The Company has a 401(k) retirement plan that provides retirement benefits to all eligible U.S. employees. Eligible employees may contribute a percentage of their annual compensation, subject to Internal Revenue Service limitations, with the Company matching a portion of the employees’ contributions at the discretion of the Company.

Note 9—Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (the “CODM”), or decision-making group, in deciding how to allocate resources in assessing performance. Nuwellis hasone reportable segment: fluid overload. The Company is a medical technology company focused on developing and commercializing the Aquadex System. The Company recognizes this medical device system asone reporting segment. The CODM is the chief executive officer.

The accounting policies of the fluid overload segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the fluid overload segment based on net loss, which is reported on the statement of operations as consolidated net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have any intra-entity sales or transfers.

The CODM uses cash forecast models in deciding how to invest into the fluid overload segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net income (loss) is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the six months ended June 30, 2026 and 2025 (amounts in thousands):

Note 10—Subsequent Events

The Company has evaluated subsequent events through August 13, 2026, the date the financial statements were available to be issued. The Company has determined that there are no material subsequent events to disclose in these condensed consolidated financial statements, except as noted below. On July 31, 2026, the Company entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 1,310,890 shares of its common stock at a price of $2.59 per share in a registered direct offering priced at-the-market under Nasdaq rules. Gross proceeds from the registered direct offering were approximately $3.4 million, before deducting placement agent fees and other offering expenses of $0.5 million.

In a concurrent private placement, the Company agreed to issue to the same investors warrants to purchase up to an aggregate of 1,310,890 shares of common stock. The warrants have an exercise price of $2.59 per share, are exercisable immediately upon issuance, and have a term offive years from the date of effectiveness of the registration statement covering the shares of common stock underlying the warrants.

In addition, on July 30, 2026, holders exercised 1,202,965 Series C Warrants at an exercise price of $2.722 per share, resulting in gross cash proceeds to the Company of approximately $3.3 million and the issuance of 1,202,965 shares of common stock.

Collectively, these transactions provided approximately $6.7 million of gross proceeds, significantly strengthening the Company's cash position and liquidity subsequent to June 30, 2026.

As a result of the June 8, 2026 financing, the Company’s stockholders’ equity as of June 30, 2026, as reported in the interim financial statements included in this Quarterly Report on Form 10-Q, was below the Stockholders’ Equity Requirement. However, as of the date of the filing of this Quarterly Report on Form 10-Q and a majority of the liability associated with the Series D Warrants has been removed as these were exercised into common stock, resulting in a pro forma stockholders’ equity of $4,392 (in thousands) as of June 30, 2026, and the Company believes it continues to be compliance with the minimum Stockholders’ Equity Requirement.

The following table sets forth the Company’s total stockholders’ deficit as reported as of June 30, 2026 and as adjusted on an unaudited pro forma basis to reflect the reclassification of the Series C and Series D warrants from liability to stockholders’ equity (amounts in thousands):

As reflected in the pro forma unaudited stockholders’ equity table above, the Company would have reported stockholders’ equity of $4.392 million on a pro forma basis as of June 30, 2026, had the reclassification of the Series CWarrants and Series D Warrants occurred by that date. Importantly, as of the date of the filing of this Quarterly Report on Form 10-Q, the Company believes it continues to have stockholders’ equity of at least $2.5 million, which is the applicable minimum requirement for the continued listing of the Company’s securities on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b). The Company continues to actively monitor its performance with respect to the listing standards and will consider available options to resolve any deficiency and maintain compliance with the Nasdaq rules. Nasdaq will also continue to monitor our ongoing compliance with the Stockholder’s Equity Requirement, and, if at the time of our next periodic report we do not evidence such compliance, we may be subject to delisting. For additional information, See Item 1A – Risk Factors, Risks Related to Our Common Stock.

Item 2.