Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
controls and procedures are controls and other procedures that are designed to ensure 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation
of Disclosure Controls and Procedures
Based
on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act were not effective as of June 30, 2026, due to a material weakness in internal control over financial
reporting related to (i) inadequate segregation of duties and ineffective risk assessment and (ii) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines.
Remediation
Plan for Material Weakness
The Company, with oversight from our
Audit Committee, is in the process of developing and implementing its remediation plan specific to the material weakness, which is expected
to include the adequate segregation of duties, effective risk assessment and implementation of written policies and procedures for accounting
and financial reporting. However, the material weakness will not be considered remediated until the applicable remedial controls operate
for a sufficient period of time, and management has concluded, through testing, that the related controls are operating effectively.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial
reporting occurred during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
28
PART
II - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.