Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our
Acting Chief Executive Officer (“CEO”) and Vice President of Finance, who is our principal financial and accounting officer
(“PFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d 15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. Our disclosure controls
and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit
under the Exchange Act is accumulated and communicated to our management, including our CEO and PFO, as appropriate to allow timely decisions
regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms. Based on this evaluation, and as a result of the material weakness described below, our CEO and PFO have concluded that
our disclosure controls and procedures were not effective as of March 31, 2026.
As reported in our 2025 Form 10-K, in connection
with their review of our internal controls as of and for the year ended December 31, 2025, our management determined that a material weakness
previously identified in our internal controls over financial reporting related to our IT systems has yet to be remediated. During fiscal
2025, we implemented new controls and procedures to eliminate this weakness but additional enhancements and more formalized documentation
are still required. Tests of such controls and procedures are ongoing and the material weakness noted will only be deemed to have been
remediated after the new controls and procedures have been in place for a sufficient period and management has concluded through appropriate
testing that the controls are operating effectively. As such, we consider this material weakness not to be remediated as of March 31,
2026. Based on this evaluation and as a result of this material weakness, we have concluded that our disclosure controls and procedures
were not effective as of March 31, 2026. For more information, see Item 9A. Controls and Procedures, included in our Annual Report on
Form 10-K.
During 2026, the Company is continuing to test
such controls and procedures designed to remediate the aforementioned material weakness.
Changes in Internal Control over Financial
Reporting
Other than as described above, there have not
been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
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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.