Item 4. Controls and Procedures
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without
limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
Our
CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December
31, 2024. Based on their evaluation, our management has concluded that as of December 31, 2024, our disclosure controls and procedures
were effective.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that occurred during the three months ended December 31, 2024, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Limitations
on the Effectiveness of Controls
Our
management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent
all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our
company have been detected.
29
Part
II Other Information
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors
See
Risk Factors included in our Annual Report on Form 10-K filed with the SEC on December 28, 2023.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Such
shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation
D promulgated thereunder.
Item 3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
N/A
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.