What changed in this filing

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Item 4. Controls and Procedures

2025-11-06 compared with 2025-08-14 · 35 added, 24 removed, 4 unchanged (94% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025

(the “Evaluation Date”).

Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure

controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required

to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management,

including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure.

Contributing factors include lack of sufficient internal accounting personnel, segregation of duties, and lack of sufficient internal

controls (including IT general controls) that encompass the Company as a whole with respect to entity- and transaction-level controls

to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.

part of our quarter-end closing process for the period ended June 30, 2025, we identified that certain transactions in the Company’s

common stock by two of our executive officers had not been timely reported on Form 4 and had not been reflected in the beneficial ownership

tables in prior SEC filings.

These errors were corrected with the filing of late and amended Form 4s on August 12, 2025, and the Company’s

beneficial ownership table in this Form 10-Q has been updated accordingly.

We have implemented additional procedures to reconcile brokerage

records of our officers and directors with our stock ownership records on a quarterly basis to ensure timely reporting and accurate disclosure.

has identified corrective actions to remediate such material weaknesses, which are subject to fundraising and include hiring additional

Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2025;

implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure

controls and procedures.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025.

Based on this

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective

as of that date.

conclusion above reflects material weaknesses in our control environment, including (i.) insufficient accounting and financial reporting

personnel, (ii.) inadequate segregation of duties, and (iii.) insufficiently designed and documented controls (including certain IT general

controls) at the entity and transaction levels to ensure timely identification, documentation, and review of complex or non-routine transactions

and equity and insider-trading/Section 16 information.

During the third quarter of 2025, we implemented a quarterly reconciliation of officer and director brokerage records to

the Company’s stock ownership records and enhanced Section 16 monitoring procedures.

Planned remediation activities include adding

qualified accounting personnel, formalizing and documenting key controls, and strengthening systems supporting the financial close and

reporting process, subject to funding and hiring timelines.

These measures are ongoing, and there can be no assurance that they will

fully remediate the material weaknesses on the anticipated timeline.

The resignations of Jonathan Sanger (President, effective August 30, 2025) and Donald J.

Harris (Director, effective September

16, 2025) did not materially affect and are not reasonably likely to materially affect our internal control over financial reporting

or our disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2025, we implemented additional procedures to reconcile brokerage records

of our officers and directors with our stock ownership records on a quarterly basis to ensure timely reporting and accurate disclosure.

Management believes these procedures enhance our internal control over financial reporting.

for the changes described above, there were no changes in our internal control over financial reporting that occurred during the quarter

ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

As noted, during the quarter we implemented a quarterly reconciliation of officer and director brokerage records and enhanced

Section 16 monitoring procedures;

management believes these steps enhance our internal control over financial reporting but do not by

themselves remediate the material weaknesses described above.

Other Information

16(a) Beneficial Ownership Reporting Compliance

previously disclosed, certain transactions by executive officers were not timely reported on Forms 4 earlier in 2025.

No additional untimely

filings occurred during the quarter ended September 30, 2025.

Subsequent to quarter-end, on October 27, 2025, the Company filed late

and amended Forms 4 for certain executive officers to report previously unreported transactions.

The beneficial ownership presentation

in this Form 10-Q reflects these updates.

II — OTHER INFORMATION

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures