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(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (928) 779-4143

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 20, 2023, we received a letter from the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) providing notification that we no longer meet the minimum 500,000 publicly held shares requirement pursuant to Nasdaq Listing Rule 5550(a)(4). As a result of our previously announced 1-for-12 reverse stock split of our common stock, the aggregate number of our outstanding shares of common stock was reduced from 5,899,060 shares on a pre-reverse-split basis to a total of 492,293 shares outstanding on a post-reverse split basis.

In accordance with Nasdaq rules, we have until January 4, 2024 to provide the Staff with a specific plan to achieve and sustain compliance with all listing requirements of The Nasdaq Capital Market, including the time frame for completion of this plan. After reviewing our plan, Nasdaq will provide written notice of their decision. If Nasdaq does not accept our plan, we will have the opportunity to appeal their decision to a hearings panel.

The Nasdaq notification has no immediate effect on the listing of our common stock on The Nasdaq Capital Market. We intend to consider options available to us to achieve compliance with the Nasdaq listing rules and provide our plan to Nasdaq by January 4, 2024. There can be no assurance that we will be able to achieve and sustain compliance with the publicly held shares requirement or will otherwise be in compliance with the other listing standards for The Nasdaq Capital Market.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.