Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.



The Company previously filed a Form 12b-25 with the SEC on May 15, 2023 to extend the due date for the filing of its quarterly report on Form 10-Q for the quarter ended March 31, 2023 (the "10-Q"). The Form 12b-25 disclosed that the 10-Q was unable to be filed on time because the Company required additional time to finalize its financial statements. Such further delay in filing the 10-Q past the deadline set forth in the Form 12b-25 is in connection with further additional time required to finalize the Company's financial statements.

On May 24, 2023, the Company received the Notice from Nasdaq that the Company was not in compliance with Nasdaq's continued listing standards (the "Listing Rules") as set forth in Listing Rule 5250(c)(1) given the Company's failure to timely file the 10-Q. Consistent with the Listing Rules, the Company has 60 calendar days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance with the Listing Rules. On May 25, 2023, the Company filed the 10-Q.

On May 30, 2023, in accordance with Nasdaq's procedures, the Company issued a press release disclosing the receipt of the May 24, 2023 letter from Nasdaq. A copy of the press release is included herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  99.1          Press Release dated May 30, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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