Item 4. Controls and Procedures
ITEM 4.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed
to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated
to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure.
As required by Rule 13a-15(e) of the Exchange
Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30,
2025. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because
of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2024, which we are still in the process of remediating as of September 30, 2025, our disclosure controls and procedures
were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024
for the description of these weaknesses.
Changes in Internal Control Over Financial
Reporting
We regularly review our system of internal control over financial reporting
and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective
internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities,
and migrating processes.
Other than in connection with the implementation
of the remedial measures described below, there were no changes in our internal controls over financial reporting during the three months
ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
As disclosed in our Annual Report on Form 10-K/A
for the fiscal year ended December 31, 2024, our management has identified the steps necessary to address the material weaknesses, and
in the three months ended September 30, 2025, we continued to implement the following remedial procedures:
·
We have made strategic hiring decisions and have provided, and will continue to provide, training to our financial team, and other relevant personnel, on the GAAP accounting guidelines applicable to financial reporting requirements.
·
We continue to implement high quality proper documentation procedures for key functional areas, control objectives, and our workflows.
·
We are continuing to enhance our processes, routine and non-routine, on an ongoing basis to encompass segregation of duties as well as oversight of secondary independent reviews.
·
We reinforce effective compensating controls in order to improve the design of the current process with limited human resources.
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We intend to complete the remediation of the material
weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing
an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business
and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately
satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses
that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we
discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation,
as needed.
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PART II
OTHER INFORMATION