What changed in this filing

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Item 4. Controls and Procedures

2025-08-14 compared with 2025-05-13 · 27 added, 21 removed, 1 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures .

Our 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 March 31, 2025, or the Evaluation Date.

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, due to lack of sufficient internal accounting

personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass the Company as a

whole with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions

and adequate financial reporting.

Management has identified

corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional employees.

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

however, the implementation of these

initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and procedures.

(b) Changes in Internal Control over Financial

During the three

months ended March 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

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.

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.

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