Item 4. Controls and Procedures
Item
4. Controls and Procedures
(a)
Disclosure Controls and Procedures
Our
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.
The
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.
Remediation
status. 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.
Management
changes. 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.
(b)
Changes in Internal Control over Financial Reporting
Except
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
reporting. 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.
Item
5. Other Information
Section
16(a) Beneficial Ownership Reporting Compliance
As
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.
11
PART
II — OTHER INFORMATION