Item 1A. Risk Factors
Item 1A. Risk Factors
Investing
in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together
with all of the other information contained in this Quarterly Report on Form 10-Q and in the other periodic and current reports and other
documents we file with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K for the fiscal
year ended December 31, 2022, before deciding to invest in our common stock. If any of the following risks materialize, our business,
financial condition, results of operation and future prospects will likely be materially and adversely affected. In that event, the market
price of our common stock could decline and you could lose all or part of your investment. This list is not exhaustive and the order of
presentation does not reflect management’s determination of priority or likelihood.
BUSINESS RISKS
If we fail to maintain an effective system
of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our
business may be harmed and our stock price may be adversely impacted.
Effective internal controls over financial reporting are necessary
for us to provide reliable financial reports and to effectively prevent fraud. Any inability to provide reliable financial reports or
to prevent fraud could harm our business. The Sarbanes-Oxley Act of 2002 requires management to evaluate and assess the effectiveness
of our internal control over financial reporting. In order to continue to comply with the requirements of the Sarbanes-Oxley Act, we are
required to continuously evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain
the adequacy of our internal controls over financial reporting, we could be subject to litigation or regulatory scrutiny and investors
could lose confidence in the accuracy and completeness of our financial reports. We cannot assure you that in the future we will be able
to fully comply with the requirements of the Sarbanes-Oxley Act or that management will conclude that our internal control over financial
reporting is effective. If we fail to fully comply with the requirements of the Sarbanes-Oxley Act, our business may be harmed and our
stock price may decline. While our assessment, testing and evaluation of the design and operating effectiveness of our internal control
over financial reporting resulted in our conclusion that, as of December 31, 2022, our internal control over financial reporting was not
effective, due to our lack of segregation of duties, and lack of controls in place to ensure that all material transactions and developments
impacting the consolidated financial statements are reflected, our assessment, testing and evaluation of the design and operating effectiveness
of our internal control over financial reporting, as of March 31, 2023, resulted, in our conclusion, that, as of that date, our internal
control over financial reporting were effective. We can provide no assurance as to conclusions of management with respect to the effectiveness
of our internal control over financial reporting in the future.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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