Item 4. Controls and Procedures
Item
4. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures.
We
maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed
to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information
is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow
timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the
effectiveness of disclosure controls and procedures as of the end of the period covered by this report (“Evaluation Date”),
pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial
officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to material weaknesses
described in our 2020 Annual Report on Form 10-K.
Notwithstanding
the existence of the material weaknesses, we believe that the consolidated financial statements included in this report fairly
present in accordance with U.S. GAAP, in all material respects, our financial condition, results of operations and cash flows
for the periods presented in this report.
Limitations
on Effectiveness of Controls.
A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure
controls and procedures are designed to provide reasonable assurance of achieving its objectives.
11
(b)
Changes in internal controls over financial reporting.
There
were no changes in our internal control over financial reporting that occurred during the three-month period ended March 31, 2021
that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART
II — OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
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