| ORGANIZATION AND BUSINESS OPERATION | NOTE
1 – ORGANIZATION AND BUSINESS OPERATION Denali Capital
Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on January
5, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses (a “Business Combination”). As of June
30, 2024, the Company had not commenced any operations. All activity for the period from January 5, 2022 (inception) through June 30,
2024, relates to the Company’s organizational activities, those necessary to prepare for and complete the initial public offering
(“IPO”), identifying a target company for a business combination, and activities in connection with an initial business combination,
our proposed business combination with Semnur Pharmaceuticals,
Inc (“Semnur”). The Company does not expect to generate any operating revenues until after the completion of an initial Business
Combination. The Company is generating non-operating income in the form of income from the investment of proceeds derived from the IPO.
The Company has selected December 31 as its fiscal year end. The Company’s
sponsor is Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration
statement for the Company’s IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units
(including over-allotment of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary
share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), and one redeemable
warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an
exercise price of $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds
of $82,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 510,000 units
(including over-allotment of 30,000 units) (the “Private Placement Units”) to the Sponsor at a price of $10.00 per
Private Placement Unit in a private placement generating gross proceeds of $5,100,000, which is described in Note 4. Transaction costs
amounted to $5,105,315, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriters’ fees and $567,815 of
other offering costs, and were all initially charged to shareholders’ equity. Trust
Account Following
the consummation of the IPO on April 11, 2022, a total of $84,150,000 of the net proceeds from the IPO and the sale of the Private
Placement Units was deposited in a trust account (the “Trust Account”). The net proceeds were invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a
money market fund and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company. Further,
on April 12, 2023, the Company issued a press release announcing that it deposited $825,000 into the Trust Account, 50% of this
amount being a loan from the Sponsor in the form of a convertible promissory note and other 50% amount was transferred directly from
the remaining cash on hand balance at that time, in order to extend the period of time it has to consummate a business combination by
an additional three months, from then current deadline of April 11, 2023 to July 11, 2023. On July 13, 2023, the Company issued a
press release announcing that an aggregate of $825,000 has been deposited into the Company’s Trust Account in order to extend
the period of time it has to consummate a business combination by an additional three months, from the then current deadline of July 11,
2023 to October 11, 2023. Furthermore, subsequently, on October 11, 2023, the Company issued another press release announcing that the
Company’s shareholders extended the date by which the Company must consummate an initial business combination from October 11, 2023
to July 11, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times
by an additional one month each time (the “Extension”). The Sponsor (or its affiliates or permitted designees) will deposit
into the Trust Account for each such one-month extension the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share
that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company’s initial
business combination has occurred, and hence, an aggregate of $150,000 has been deposited into the Company’s Trust Account
through December 31, 2023 in order to extend the period of time it has to consummate a business combination by an additional three months,
from the then current deadline of October 11, 2023 to January 11, 2024. Until June 2024, there has been further deposit of an aggregate
of $300,000 into the Trust Account for extension from January 11, 2024 to July 11, 2024. However, on June 4, 2024, to mitigate the
risk of being deemed to have been operating as an unregistered investment company under the Investment Company Act, the Company instructed
Wilmington Trust, National Association, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or
money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing bank
deposit account until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust
Account to the Company’s shareholders, as described below. Interest on bank deposit accounts is variable and such accounts currently
yield interest of approximately 4.5% per annum. During the
shareholder’s meeting held on October 11, 2023, shareholders holding 3,712,171 public shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.
As a result, approximately $40.5 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders.
Following redemptions and through December 31, 2023, the Company had 4,537,829 public shares outstanding. Further, on January
9, 2024, shareholders holding an additional 4,440,202 public shares (after giving effect to withdrawals of redemptions) exercised
their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. The funds for the 4,440,202 public
shares to be redeemed are currently held in the Trust Account pending the closing of the Business Combination. The Company continued to
accept reversal of redemption requests until the closing of the Business Combination. After the Termination, the shares were released
and became tradeable again until either the completion of another business combination, when the public shareholders must be provided
with another opportunity to redeem, or upon reaching the deadline to consummate an initial business combination resulting in the required
liquidation of the Company. On July 10, 2024, the shareholders of the Company
held an extraordinary general meeting of shareholders to consider and vote upon a proposal to amend, by way of special resolution, the
amended and restated memorandum and articles of association of the Company to extend (the “extension”) the date by which the
Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
involving the Company and one or more businesses or entities; (ii) cease its operations, except for the purpose of winding up, if it fails
to complete such initial business combination; and (iii) redeem 100% of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Class A ordinary shares”), included as part of the units sold in the Company’s IPO that was consummated
on April 11, 2022 from July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial business combination on
a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of the Company’s initial business
combination has occurred, without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or
its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate
of $20,000 or (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the
closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable
upon consummation of an initial business combination. In connection with the extraordinary general meeting on July 10, 2024,
shareholders holding 3,785,992 public shares exercised their right to redeem such shares for a pro rata portion of the funds in
the Company’s Trust Account. As a result, approximately $43.4 million (approximately $11.47 per share) was removed from the Trust
Account to pay such holders. Following redemptions, the Company had 751,837 public shares outstanding. On
August 9, 2024, the Company issued a convertible promissory note in the total principal amount of up to $180,000 to Scilex (the “Extension
Scilex Convertible Promissory Note”). The Extension Scilex Convertible Promissory Note was issued with an initial principal balance
of $15,037, with the remaining $164,963 drawable at the Company’s request and upon the consent of Scilex prior to the maturity of
the Extension Scilex Convertible Promissory Note. The Extension Scilex Convertible Promissory Note matures upon the earlier of (i) the
effective date of the consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company.
On August 9, 2024, Scilex deposited $15,037 drawn
down from the Extension Scilex Convertible Promissory Note to the Trust Account to extend the time the Company has to consummate an initial
business combination from August 11, 2024 to September 11, 2024. The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement
Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a
fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’
fees and taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the
post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under
the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Business
Combination The Company
will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or
a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii)
by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the initial Business Combination (initially anticipated to be $10.20 per Public
Unit, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption were recorded
at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards
Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from
Equity” (“ASC 480”). The Company will not redeem Public Shares in an amount that would cause its net tangible assets
to be less than $5,000,001 (so that it does not then become subject to the “penny stock” rules of the Securities and
Exchange Commission (the “SEC”)) either prior to or upon consummation of an initial Business Combination. However, a greater
net tangible asset or cash requirement may be contained in the agreement relating to the Business Combination. In shareholders’
meeting held on October 11, 2023, it was resolved to eliminate this limitation that the Company may not redeem Public Shares in an amount
that would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
If the Company is unable to complete the initial Business Combination within the Combination Period, including Extension (refer to Note
9), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay the Company’s franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights
as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within
the Combination Period. The founder
shares are designated as Class B ordinary shares (the “founder shares”) and, except as described below, are identical to the
Public Shares, and holders of founder shares have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s
initial Business Combination, only holders of the founder shares have the right to vote on the appointment of directors, including in
connection with the completion of the Company’s initial Business Combination, and holders of a majority of the founder shares may
remove a member of the board of directors for any reason, (ii) the founder shares are subject to certain transfer restrictions, as described
in more detail below, (iii) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which
they have agreed to (A) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion
of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their founder shares and Public
Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s
Public Shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company
has not consummated an initial Business Combination by September 11, 2024, and (C) waive their rights to liquidating distributions from
the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination by September
11, 2024, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
if the Company fails to complete its initial Business Combination within the prescribed time frame, (iv) the founder shares will automatically
convert into Public Shares concurrently with or immediately following the consummation of the Company’s initial Business Combination,
or earlier at the option of the holder thereof, and (v) the founder shares are entitled to registration rights. If the Company submits
its initial Business Combination to its Public Shareholders for a vote, the Sponsor and each member of the Company’s management
team have agreed to vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. During an
extraordinary general meeting held on October 11, 2023, a proposal was approved that Class A ordinary shares will be issued to holders
of Class B ordinary shares upon the exercise of the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per
share, to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from
time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”).
No such conversions have been made as of the date of this filing. Further, Class A ordinary shares do not possess redemption rights. The Sponsor
has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s registered
public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per
Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account
if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest which may
be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who
executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under the Company’s
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended,
(the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the
Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. On January
25, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Longevity Biomedical,
Inc., a Delaware corporation (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary
of the Company (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco
(“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity
Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative (the “Seller Representative”).
Pursuant
to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Longevity Business Combination”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among
other things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft
Tissue LLC, and Novokera LLC, (i) Denali Merger Sub will merge with and into the Company (the “Denali Merger”), with the Company
as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger”),
with Longevity as the surviving company of the Longevity Merger. Following the Denali Merger and Longevity Merger, each of Longevity and
the Company will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the
“Closing”), Holdco will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq
Global Market under the ticker symbol “LBIO.” On June 26, 2024, pursuant to Section 11.1(a)
of the Merger Agreement, the parties entered into a termination agreement (the “Termination Agreement”) pursuant to which
the Merger Agreement was terminated effective as of the date of the Termination Agreement (the “Termination”). Denali and
its sponsor intend to seek alternative ways to consummate an initial business combination. As a result of the Termination Agreement, the
Merger Agreement will be of no further force and effect (other than certain customary limited provisions that survive the termination
pursuant to the terms of the Merger Agreement) and ancillary agreements entered into in connection with the Merger Agreement including
(a) the voting and support agreement, pursuant to which the sole stockholder Longevity has agreed to, among other things, (i) vote in
favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related
to the Transactions and (b) the voting and support agreement, by an among the Company, Longevity, and the Sponsor, pursuant to which the
On July 10, 2024, the shareholders of the Company
held an extraordinary general meeting of shareholders to consider and vote upon a proposal to amend, by way of special resolution, the
amended and restated memorandum and articles of association of the Company to extend the date by which the Company must: (i) consummate
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and
one or more businesses or entities; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial
business combination; and (iii) redeem 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s
IPO that was consummated on April 11, 2022 from July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial
business combination on a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of the Company’s
initial business combination has occurred, without the need for any further approval of the Company’s shareholders, provided that
the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser
of (a) an aggregate of $20,000 or (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month
extension, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing
promissory note payable upon consummation of an initial business combination. Liquidity,
Capital Resources and Going Concern Consideration The Company’s
liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5)
for the founder shares and the loan under an unsecured promissory note (the “Promissory Note”) from the Sponsor of up to $400,000 (see
Note 5) which was fully repaid on April 12, 2022. Subsequent to the consummation of the IPO and sale of the Private Placement Units on
April 11, 2022, a total of $84,150,000 was placed in the Trust Account, and the Company had $1,515,795 of cash held
outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with
the IPO, the Company incurred $5,105,315 in transaction costs, consisting of $1,650,000 of underwriting fees, $2,887,500 of
deferred underwriting fees and $567,815 of other offering costs. As of June
30, 2024, all of the assets of $52,072,006 held in the Trust Account have been held solely in cash in an interest-bearing demand deposit
account at a bank. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing
interest earned on the Trust Account (less income taxes payable), to complete the Business Combination. To the extent that the Company’s
share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in
the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue the Company’s growth strategies. As of June
30, 2024, the Company had cash of $1,500 outside of the Trust Account. If the Company does not complete the business combination,
it intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due
diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,
negotiate and complete a Business Combination. As of June
30, 2024, the Company had a working deficit of $6,275,340. In order to fund working capital deficiencies or finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the
Company completes the initial Business Combination, it would repay such loaned amounts without interest, or, at the lender’s
discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity
at a price of $10.00 per unit. The units would be identical to the Private Placement Units. In the event that the initial Business
Combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay such loaned
amounts, but no proceeds from the Trust Account would be used for such repayment. On April 11, 2023, the Company issued the Convertible
Promissory Note in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note bears an interest
accruing on the unpaid and outstanding total principal amount at the lowest short-term Applicable Federal Rate as in effect on the date
thereof and is payable in arrears on the maturity date. Interest will be calculated on the basis of a 365-day year and the actual number
of days elapsed, to the extent permitted by applicable law. The Convertible Promissory Note was issued with an initial principal balance
of $412,500. The Sponsor has further lent loans in the aggregate amount of $430,000 on July 18, 2023, October 12, 2023 and December
29, 2023. The Sponsor further lent an aggregate of $285,700 to the Company against the Convertible Promissory Note during the six
months ended June 30, 2024. As of June 30, 2024, there was an amount of $1,128,200 outstanding under Working Capital Loans in the
form of the Convertible Promissory Note issued to Sponsor. Further, an amount of $42,638 with interest at 4.86% on the amount
borrowed from the Sponsor was recognized as accrued interest expense – related party as of June 30, 2024. On April 2, 2024 the Company
and Sponsor agree that, in addition to the Initial Principal Amount, the Company may request an additional aggregate amount of up to $186,800,
which may be drawn down in one or more tranches at any time prior to the Maturity Date (each a “Drawdown Request”) raising
the total limit up to $1,200,000.
On July
11, 2023, the Company issued a FutureTech Convertible Promissory Note in the total principal amount of $825,000 to FutureTech Capital
LLC (“FutureTech”) and 100% of such amount has been utilized to fund the required payment in order to extend the period
of time to consummate a business combination. On October 11, 2023, the Company issued another convertible promissory note in the total
principal amount of up to $450,000 to FutureTech. The Convertible Promissory Note was issued with an initial principal balance of
$50,000, with the remaining $400,000 drawable at the Company’s request and upon the consent of FutureTech prior to the maturity
of the Convertible Promissory Note. Consequently, $400,000 of such amount has been utilized to fund the required payment in order
to extend the period of time to consummate a business combination from October 11, 2023 to July 11, 2024. As of June 30, 2024, there was
an amount of $1,275,000 outstanding in the form of the Convertible Promissory Note issued to FutureTech. Further, the amount of $38,624 with
interest at 4.80% on amount borrowed from Futuretech for the Extension was recognized as accrued interest expense – others
as of June 30, 2024. Based on
the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs
through the consummation of the initial Business Combination. If the Company is unable to raise additional capital, it may be required
to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all. In accordance
with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, the Company has evaluated that
there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to
continue as a going concern through April 11, 2025 (refer to Note 9), the date that the Company will be required to cease all operations,
except for the purpose of winding up, if a Business Combination is not consummated. These consolidated financial statements do not include
any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should
the Company be unable to continue as a going concern. Risks
and Uncertainties In February
2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various
nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact
of this action, related sanctions on the world economy and the ongoing hostilities in the Middle East are not determinable as of the date
of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results
of operations, and cash flow is also not determinable as of the date of these unaudited condensed consolidated financial statements. On
February 22, 2024, the Company received a letter (the “Letter”) from the staff at Nasdaq notifying the Company that, for
the 30 consecutive business days prior to the date of the Letter, the Company’s Minimum Value of Listed Securities
(“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant
to Nasdaq Listing Rule 5450(b)(2)(A). The staff at Nasdaq also noted in the Letter that the Company is not in compliance with Nasdaq
Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $50,000,000 each
for the most recently completed fiscal year or for two of the |
