CONTROLS AND PROCEDURES
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Our management has evaluated, with the participation of its principal executive officer and principal financial and accounting officer, the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.
+Added: Disclosure Controls and Procedures
+Added: Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “SEC”).
+Added: 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 under the Exchange Act 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.
+Added: Our management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the possible controls and procedures.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Internal Control over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
+Added: Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Remediation of Previously Identified Material Weakness over Financial Reporting
+Added: We previously identified and disclosed in Item 9a.
+Added: Controls and Procedures, in our 2024 Annual Report on Form 10-K, filed with the SEC on March 17, 2025, that an information technology general control (“ITGC”) specific to change management was not sufficiently designed during the period January 1, 2024 through October 31, 2024.
+Added: Effective November 1, 2024, the ITGC deficiency was remediated.
+Added: Certain annual and quarterly business process controls (automated and manual) could have been adversely affected due to the insufficient design of this ITGC and therefore determined to be ineffective during this time period.
+Added: Due to the insufficient number of control occurrences available for testing operating effectiveness for these business process controls, along with the number of business process controls that management was not able to consider effective as of December 31, 2024, our management concluded that such deficiencies represented a material weakness in our internal control over financial reporting as of December 31, 2024.
+Added: In the fourth quarter of 2024 and the first quarter of 2025, our management obtained the sufficient number of control occurrences for testing operating effectiveness for the majority of these business process controls and successfully remediated this material weakness as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for the completed remediation relating to the material weakness discussed previously, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – 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.