What changed in this filing

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Item 4. Controls and Procedures

2025-05-20 compared with 2024-11-14 · 63 added, 28 removed, 8 unchanged (92% of the section changed)

Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), 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.

Limitations on Effectiveness of Controls and

In designing and evaluating our disclosure

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

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures

must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide

absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure

controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

Our internal control over financial reporting is a process

Evaluation of Disclosure Controls and Procedures (continued)

designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our condensed consolidated financial statements for external purposes in accordance with U.S.

Internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or overriding of controls.

Because of the inherent limitations, only reasonable assurance with respect to financial statement preparation and presentation can be provided and misstatements may not be prevented or detected.

Management evaluated the design and effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework 2013.

Based on its evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Consistent with December 31, 2023, the Company did not effectively design, implement and operate effective process-level control activities related to inventory management and analysis of complex technical accounting matters.

As a result of these deficiencies, material misstatements were identified and corrected in the consolidated financial statements as of and for the year ended December 31, 2023.

Because there is a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis, we concluded the deficiencies represent material weaknesses in our internal control over financial reporting and our internal controls over financial reporting was not effective as of September 30, 2024.

However, we have been in the process of remediating the internal control integrated framework in order to address this weakness.

In addition, we have hired additional technical accounting consultants to assist with any knowledge gaps to address the deficiencies.

Our Chief Executive Officer and Chief Financial Officer have taken additional steps to support that the condensed consolidated financial statements as of and for the nine-month period ended September 30, 2024 are presented fairly in accordance with U.S.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a–15(f) and 15d-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial

reporting and the preparation of our unaudited condensed consolidated financial statements for external purposes in accordance with

Internal control systems, no matter how well designed,

have inherent limitations, including the possibility of human error or overriding of controls.

Because of the inherent limitations, only

reasonable assurance with respect to financial statement preparation and presentation can be provided and misstatements may not be prevented

Management evaluated the design and effectiveness of the Company’s internal control over financial reporting as of

March 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control

Integrated Framework 2013.

Based on its evaluation, management concluded that our internal control over financial reporting was not effective

as of March 31, 2025 due to material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency,

or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Consistent with December 31, 2024, the Company did not effectively

design, implement and operate effective process-level control activities related to inventory management.

Evaluation of Disclosure Controls and Procedures

As a result of these deficiencies, material misstatements were identified

and corrected in the consolidated financial statements as of and for the year ended December 31, 2024.

Because there is a reasonable possibility

that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis, we concluded

the deficiencies represent material weaknesses in our internal control over financial reporting and our internal controls over financial

reporting was not effective as of March 31, 2025.

However, we have been in the process of remediating the internal control integrated

framework in order to address this weakness.

Our Chief Executive Officer and Chief

Financial Officer have taken additional steps to support that the unaudited condensed consolidated financial statements as of and

for the three-month period ended March 31, 2025 are presented fairly in accordance with U.S.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Exchange Act Rule 13a–15(f) and 15d-15(f)) during the most recent fiscal quarter

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation Plan

Subsequent to the year ended December 31, 2023, and under the direction of our Chief Executive Officer and Chief Financial Officer, we have been developing and implementing a comprehensive plan to remediate the identified material weaknesses.

Subsequent to the year ended December 31, 2024, and under the direction

of our Chief Executive Officer and Chief Financial Officer, we have been developing and implementing a comprehensive plan to remediate

the identified material weaknesses.

We began implementing certain measures as part of the remediation plan including:

(i) development of a detailed remediation plan addressing the material weaknesses related to the control environment, risk assessment and monitoring, (ii) institution of policies and processes to support the functioning of internal controls over financial reporting, (iii) design and implementation of a comprehensive risk assessment process, (iv) installation of new ERP system (v) hiring/outsourcing of individuals with appropriate skills and experience.

The material weaknesses being addressed by the above-mentioned remediation plan will not be considered remediated until the applicable controls operate for a sufficient period of time, and management concludes, through testing, that these controls are operating effectively.

(i) development

of a detailed plan addressing the material weaknesses related to the control environment, risk assessment and monitoring, (ii) institution

of policies and processes to support the functioning of internal controls over financial reporting, (iii) design and implementation of

a comprehensive risk assessment process, (iv) installation of new ERP system (v) hiring/outsourcing of individuals with appropriate skills

and experience.

The material weaknesses being addressed by the

above-mentioned remediation plan will not be considered remediated until the applicable controls operate for a sufficient period of time,

and management concludes, through testing, that these controls are operating effectively.

This has not occurred to date.

Although we have commenced the remediation process and intend to complete it as promptly as possible, we cannot estimate how long it will take to remediate these material weaknesses.

Although we have commenced the remediation

process and intend to complete it as promptly as possible, we cannot estimate how long it will take to remediate these material

In addition, new material weaknesses may be discovered that require additional time and resources to remediate.

Until the remediation is complete, we plan to continue to perform additional analyses and other procedures to ensure that our condensed consolidated financial statements are prepared in accordance with U.S.

the remediation is complete, we plan to continue to perform additional analyses and other procedures to ensure that our unaudited

condensed consolidated financial statements are prepared in accordance with U.S.

PART 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