Item 4. Controls and Procedures
ITEM
4.
CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of September 30, 2025, being the end of the period covered by this Quarterly Report, our management conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
Based
on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure
controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed
in Item 9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, 2024, under the heading
“Management’s Annual Report on Internal Control Over Financial Reporting”.
Limitations
on Effectiveness of Controls and Procedures
In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of
possible controls and procedures relative to their costs.
Changes
in Internal Control over Financial Reporting
During
the quarter ended September 30, 2025, management continued to commit resources to the remediation of the material weaknesses reported
in the Company’s Form 10-K for the fiscal year ended December 31, 2024. Furthermore, management continued to augment its resources
for remediating the identified deficiencies in information technology general controls and in other internal controls over financial
reporting.
Except
for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September
30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
36
PART
II - OTHER INFORMATION
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