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, 2025, our management, including
our principal executive officer and principal financial officer, carried out an evaluation, as of September 30, 2025, 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, 2025 due to the material weaknesses
that were previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31,
2025, 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, 2024.
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.
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PART II - OTHER INFORMATION
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.