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we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the
−Removed: Exchange Act, as of September 30, 2023.
+Added: Exchange Act, as of March 31, 2024.
has completed such evaluation and has concluded that our disclosure controls and procedures were not effective to provide reasonable
2 unchanged sentences
As a result of the material weakness in internal controls over financial reporting described
−Removed: below, we concluded that our disclosure controls and procedures as of September 30, 2023 were not effective.
+Added: below, we concluded that our disclosure controls and procedures as of March 31, 2024 were not effective.
Weaknesses in Internal Control over Financial Reporting
−Removed: assessed the effectiveness of our internal control over financial reporting as of September 30, 2023 based on the framework established
−Removed: in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this assessment, management has determined that our internal control over financial reporting as of September 30, 2023 was not
material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal
1 unchanged sentence
financial statements will not be prevented or detected on a timely basis.
−Removed: ineffectiveness of our internal control over financial reporting was due to the following material weaknesses:
−Removed: Lack of adherence to formal
−Removed: policies and procedures;
−Removed: Lack of risk assessment
−Removed: procedures on internal controls to detect financial reporting risks in a timely manner;
−Removed: Lack of sufficient formal
−Removed: management testing over documented formal procedures and controls, and time to evaluate continuous effectiveness of controls to achieve
−Removed: complete and accurate financial reporting and disclosures, including documented controls over the preparation and review of journal
−Removed: entries and account reconciliations.
+Added: control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
+Added: and the preparation of financial statements in accordance with U.S.
+Added: The following material weaknesses in our internal control over
+Added: financial reporting were present as of December 31, 2023 and continued to exist as of March 31, 2024:
+Added: of adherence to formal policies and procedures;
+Added: of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner;
+Added: of sufficient formal management testing over documented formal procedures and controls, and time to evaluate continuous effectiveness
+Added: of controls to achieve complete and accurate financial reporting and disclosures, including documented controls over the preparation
+Added: and review of journal entries and account reconciliations;
+Added: Lack of design and implementation of effective controls over the accounting for warrants issued in connection with
+Added: equity financings.
Plan to Remediate the Material Weaknesses
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The remediation actions include:
−Removed: New management personnel,
−Removed: including our Chief Financial Officer, who is overseeing the financial reporting process and implementation of enhanced controls
+Added: personnel, including our Chief Financial Officer, are overseeing the financial reporting process and implementation of enhanced controls
and governance;
−Removed: Engagement of external
−Removed: financial consulting firm to continue to enhance financial reporting, financial operations and internal controls;
−Removed: Documentation of key procedures
−Removed: and controls using a risk-based approach.
+Added: Engagement of external financial consulting firm with expertise in accounting for significant and complex non-routine
+Added: transactions to continue to enhance financial reporting, financial operations and internal controls;
+Added: Documentation
+Added: of key procedures and controls using a risk-based approach.
is committed to maintaining a strong internal controls environment and implementing measures designed to help ensure that control deficiencies
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in Internal Control Over Financial Reporting
−Removed: than described above, there have been no changes in our internal control over financial reporting that occurred during our third quarter
+Added: than described above, there have been no changes in our internal control over financial reporting that occurred during our first quarter
of 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
1 unchanged sentence
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.