Controls and Procedures.
−Removed: of Disclosure Controls and Procedures
−Removed: of the end of our quarter ended September 30, 2024, an evaluation of the effectiveness of our “disclosure controls and procedures”
−Removed: (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by our management,
−Removed: with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
−Removed: Based upon that evaluation, the CEO and
−Removed: CFO have concluded that as of the end of the quarter ended September 30, 2024, our disclosure controls and procedures are not effective
−Removed: due to the material weakness in internal controls over financial reporting related to the restatement described in Note 9 to our amendment
−Removed: to the Form 10-Q for the quarter ended June 30, 2023 financial statements filed with the SEC on August 4, 2023.
−Removed: The material weakness
−Removed: specifically related to the subsequent measurement of complex financial instruments.
−Removed: address this material weakness, management has devoted, and plans to continue to devote significant effort and resources to the remediation
−Removed: and improvement of its internal control over financial reporting and to provide processes and controls over the internal communication
−Removed: with the Company and the financial advisors.
−Removed: While we have processes to identify and appropriately apply applicable accounting requirements,
−Removed: we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting instruments
−Removed: that apply to our financial statements.
−Removed: We plan to include providing enhanced access to accounting literature, research materials and
−Removed: documents with whom we consult regarding complex accounting applications.
−Removed: The elements of our remediation plan can only be accomplished
−Removed: over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
−Removed: Other than this issue, our
−Removed: disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that
−Removed: the information requirement to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported
−Removed: within the time periods specified in the SEC’s rules and forms.
−Removed: in Internal Control over Financial Reporting
−Removed: was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2024, covered
−Removed: by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control
−Removed: over financial reporting.
−Removed: II - OTHER INFORMATION
−Removed: Legal Proceedings.
−Removed: See NOTE 12 – COMMITMENTS AND CONTINGENCIES.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management, with the participation
+Added: of our CEO and Chief Financial Officer, or CFO, has evaluated the effectiveness of
+Added: our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
+Added: Act”)), as of March 31, 2025.
+Added: Our disclosure controls and procedures were developed through a process in which our management applied
+Added: its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
+Added: assurance regarding the control objectives.
+Added: The design of any system of disclosure controls and procedures is based in part upon various
+Added: assumptions about the likelihood of future events, and we cannot assure that any design will succeed in achieving its stated goals under
+Added: all potential future conditions, regardless of how remote.
+Added: Based on such evaluation, our CEO and CFO have concluded that as of March 31,
+Added: 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed
+Added: by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time
+Added: periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to
+Added: our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding any required disclosure.
+Added: Changes in Internal Control over Financial Reporting
+Added: has been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d)
+Added: or 15d-15(d) under the Exchange Act during the fiscal quarter ended March 31, 2025, that materially affected, or are reasonably likely
+Added: to materially affect, our internal control over financial reporting.
+Added: 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.