Item 4. Controls and Procedures
ITEM
4 - CONTROLS AND PROCEDURES
Under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation
of our disclosure controls and procedures for the quarter ended September 30, 2023, pursuant to Rule 13a-15(e) and Rule 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation and on the material weaknesses
disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 which remained as of September 30, 2023, our principal
executive officer and principal financial officer concluded that as of September 30, 2023, our disclosure controls and procedures were
not effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is being
recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules
and forms, and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is being accumulated and communicated to management, including our principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Plan
for Remediation of Material Weaknesses
As discussed in our Annual Report on Form 10-K for the year ended December
31, 2022, the Company has a remediation plan and is committed to maintaining a strong internal control environment and believes that these
remediation efforts will represent significant improvements in our controls. The Company has started to implement these steps, however,
some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also
be required over time. Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described
above will continue to exist.
Changes
in Internal Control over Financial Reporting
While changes in the Company’s internal control over financial reporting
occurred during the quarter ended September 30, 2023, as the Company began implementation of the remediation steps described above, we
believe that there were no changes in the Company’s internal control over financial reporting during the quarter ended September
30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
39
PART
II
OTHER
INFORMATION
ITEM
1 - LEGAL PROCEEDINGS
See commentary in Note 12 Commitments and Contingencies.
ITEM
1A - RISK FACTORS
There have been no material changes to the discussion of risk factors previously
disclosed in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2022.