What changed in this filing

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Item 4. Controls and Procedures

2024-05-14 compared with 2023-11-14 · 35 added, 36 removed, 5 unchanged (93% of the section changed)

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

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.

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 March 31, 2024, 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, 2023 which remained

as of March 31, 2024, our principal executive officer and principal financial officer concluded that as of March 31, 2024, 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.

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.

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.

discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, 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.

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

changes in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2024, 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 March 31, 2024, that have materially affected, or are reasonably likely to

materially affect, the Company’s internal control over financial reporting.

1 - LEGAL PROCEEDINGS

See commentary in Note 12 Commitments and Contingencies.

commentary in Note 11 Commitments and Contingencies.

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.

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, 2023.

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.

What changed 10-Q

Item 4. Controls and Procedures