Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation
of our management, including our Chief Executive Officer (who also serves as acting interim Chief Financial Officer), we have evaluated
the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation,
our Chief Executive Officer (who also serves as acting interim Chief Financial Officer) has concluded that our disclosure controls and
procedures were not effective as of June 30, 2025 to provide reasonable assurance that material information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms due to the material weakness described in our Annual Report on Form 10-K for the year ended December
31, 2024, as filed with the SEC on April 15, 2025. Due to such material weakness, we were unable to maintain effective disclosure controls
over financial reporting, which did result in material misstatements in our financial statements and led to a restatement. If not remediated,
or if we identify additional material weaknesses, our failure to maintain effective internal controls could continue to adversely impact
our ability to meet our reporting and financial obligations and could have a material adverse effect on our financial condition and the
trading price of our common stock.
Changes in Internal Control over Financial
Reporting
The Company filed its annual report on Form 10-K,
which included the 2023 Restatement, on April 15, 2025 and disclosed a restatement regarding the three months ended March 31, 2024 herein.
No change in our system of internal control over financial reporting occurred during the six months ended June 30, 2025 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Company is developing a plan
to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we
are working to hire personnel with the requisite technical accounting knowledge to remediate the material weakness as soon as possible.
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PART II. - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.