Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
(the “SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the
principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. There are inherent
limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.
In
connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, our management, including
our principal executive officer and principal financial officer, carried out an evaluation, as of September 30, 2024, of the effectiveness
of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Based
on this evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2024 due
to the material weaknesses that were previously reported in our Annual Report on Form 10-K for the year ended December 31, 2023, filed
with the SEC on April 15, 2024, that have not yet been remediated. Management’s plan to remediate these material weaknesses is
described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on
Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
PART
II - OTHER INFORMATION
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