What changed in this filing

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Item 4. Controls and Procedures

2025-08-12 compared with 2025-05-14 · 36 added, 35 removed, 23 unchanged (76% of the section changed)

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports 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 principal executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures, our

management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls

of Disclosure Controls and Procedures

maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports

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 principal executive officer and principal

financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures,

our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls

and procedures.

5 unchanged sentences

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

Exchange Act, as of March 31, 2025.

has completed such evaluation and has concluded that our disclosure controls and procedures were not effective to provide reasonable assurance

that information required to be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions

regarding required disclosures.

As a result of the material weaknesses in internal controls over financial reporting described below,

we concluded that our disclosure controls and procedures as of March 31, 2025 were not effective.

Material Weaknesses in Internal Control over Financial

weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated

Exchange Act, as of June 30, 2025.

has completed such evaluation and has concluded that our disclosure controls and procedures were not effective to provide reasonable

assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow

timely decisions regarding required disclosures.

As a result of the material weaknesses in internal controls over financial reporting

described below, we concluded that our disclosure controls and procedures as of June 30, 2025 were not effective.

Weaknesses in Internal Control over Financial Reporting

material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal

control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated

financial statements will not be prevented or detected on a timely basis.

Internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements in accordance with U.S.

The following material weaknesses in our internal control over financial reporting

were present as of December 31, 2024 and continued to exist as of March 31, 2025:

Lack of adherence to formal policies and procedures;

Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner;

Lack of design and implementation of effective controls to achieve complete and accurate financial reporting and disclosures, including documented controls over the preparation and review of journal entries, account reconciliations and income taxes;

Lack of design and implementation of effective controls over the accounting for warrants issued in connection with equity financings.

Management’s Plan

to Remediate the Material Weaknesses

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

and the preparation of financial statements in accordance with U.S.

The following material weaknesses in our internal control over

financial reporting were present as of December 31, 2024 and continued to exist as of June 30, 2025:

of adherence to formal policies and procedures;

of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner;

of design and implementation of effective controls to achieve complete and accurate financial reporting and disclosures, including

documented controls over the preparation and review of journal entries, account reconciliations and income taxes;

of design and implementation of effective controls over the accounting for warrants issued in connection with equity financings.

Plan to Remediate the Material Weaknesses

has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses

1 unchanged sentence

The remediation actions include:

Management personnel, including our Chief Financial Officer, are overseeing the financial reporting process and implementation of enhanced controls and governance;

Engagement of external financial consulting firm with expertise in accounting for significant and complex non-routine transactions to continue to enhance financial reporting, financial operations and internal controls;

Documentation of key procedures and controls using a risk-based approach.

personnel, including our Chief Financial Officer, are overseeing the financial reporting process and implementation of enhanced controls

and governance;

of external financial consulting firm with expertise in accounting for significant and complex non-routine transactions to continue

to enhance financial reporting, financial operations and internal controls;

Documentation

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

8 unchanged sentences

basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial Reporting

than described above, there have been no changes in our internal control over financial reporting that occurred during our first quarter

in Internal Control Over Financial Reporting

than described above, there have been no changes in our internal control over financial reporting that occurred during our second quarter

of 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

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