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 September 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, including the current
restatement included in this 10-Q/A for the quarter ended September 30, 2025. 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
nine months ended September 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, including the significant operating, investing, and financing activities made
by our related parties and equity method investees. 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
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