We will incur significant increased costs as a result of operating
as a public company, and our management will be required to devote substantial time to new compliance initiatives.
As a newly public company, we have incurred
and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. In addition,
the Sarbanes-Oxley Act, and rules of the SEC and those of NASDAQ impose various requirements on public companies including requiring
establishment and maintenance of effective disclosure and financial controls. Our management and other personnel devote a substantial
amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase
our legal and financial compliance costs and will make some activities more time-consuming and costly.
The Sarbanes-Oxley Act requires, among other
things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular,
we must perform system and process evaluation and testing of our internal control over financial reporting to allow management
to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley
Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of
our internal control over financial reporting the later of our second annual report on Form 10-K or the first annual report on
Form 10-K following the date on which we are no longer an EGC. Our compliance with Section 404 of the Sarbanes-Oxley Act will require
that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit
group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical
accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent
registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be
material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by NASDAQ,
the SEC or other regulatory authorities, which would require additional financial and management resources.
Our ability to successfully implement our business
plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we
will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage
our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures
or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting
is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley
Act. This, in turn, could have an adverse impact on trading prices for our Common Stock, and could adversely affect our ability
to access the capital markets.
We do not expect to pay any cash dividends for the foreseeable
You should not rely on an investment in our
Common Stock to provide dividend income. We do not anticipate that we will pay any cash dividends to holders of our Common Stock
in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our operations. Accordingly, investors
must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any return
on their investment. As a result, investors seeking cash dividends should not purchase our Common Stock.
Our ability to use our net operating loss carryovers and certain
other tax attributes may be limited.
As described above under “—Risks
Related to Our Financial Condition and Need for Additional Capital,” we have incurred net losses since our inception and
anticipate that we will continue to incur significant losses for the foreseeable future. Under the Internal Revenue Code, as amended
(the “Code”), a corporation is generally allowed a deduction for net operating losses, or NOLs, carried over from a
prior taxable year. Under that provision, we can carry forward our NOLs to offset our future taxable income, if any, until such
NOLs are used or expire. The same is true of other unused tax attributes, such as tax credits.
If a corporation undergoes an “ownership
change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, Sections
382 and 383 of the Code, limit the corporation’s ability to use carryovers of its pre-change NOLs, credits and certain other
tax attributes to reduce its tax liability for periods after the ownership change. We completed an analysis to determine if there
were changes in ownership for tax years through 2015, as defined by Section 382 of the Internal Revenue Code that would limit our
ability to utilize certain net operating loss and tax credit carryforwards and it was determined there was no change in ownership.
We are in the process of completing an analysis to determine if there were changes in ownership for tax years through 2016, as
defined by Section 382. To the extent the Company undergoes a change in ownership, as defined by Section 382, utilization of our
net operating losses and tax credits carryforwards may become limited. If this were to occur, this could result in increased U.S.
federal income tax liability for us if we generate taxable income in a future period. Limitations on the use of NOLs and other
tax attributes could also increase our state tax liability. The use of our tax attributes will also be limited to the extent that
we do not generate positive taxable income in future tax periods.