1 unchanged sentence
Management’s Evaluation of our Disclosure Controls and Procedures
−Removed: Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) of the Exchange Act as of September 30, 2024.
+Added: Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) of the Exchange Act as of March 31, 2025.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
4 unchanged sentences
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Based on the evaluation of our disclosure controls and procedures as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures, as defined above, are effective.
+Added: Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the year ended December 31, 2024 due to the material weakness described in our Annual Report.
+Added: In the course of preparing the Company’s financial statements for the Annual Report, management identified a material weakness related to the inaccurate computation of the non-cash deemed dividend associated with the re-pricing of the Series B Common Warrants in the Warrant Repricing Transaction in accordance with applicable GAAP guidance.
+Added: Management has implemented a plan to remediate this material weakness which includes the continued engagement of third-party professionals with appropriate expertise in accounting and reporting under GAAP and SEC regulations who have adequate experience related to non-recurring debt and equity transactions and the enhanced documentation related to the accounting treatment for such transactions and who will assist in reviewing the attendant calculations.
+Added: Management has also refined our processes for communicating with our auditor as to when our financial statements and related materials have passed through the Company’s internal control processes.
+Added: Notwithstanding this material weakness, we believe that our financial statements contained in this Quarterly Report on Form 10-Q fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: As noted above, we have implemented certain measures to remediate the material weakness identified in the design and operation of our internal controls over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) other than those noted above that occurred during the fiscal quarter covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: Limitations of Effectiveness of Control
+Added: It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.
+Added: The design of any control system is based, in part, upon the benefits of the control system relative to its costs.
+Added: Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
+Added: In addition, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
+Added: Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II—OTHER INFORMATION
3 unchanged sentences
There have been no material changes from the risk factors previously disclosed in the Annual Report.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Issuer Purchases of Equity Securities
+Added: Defaults Upon Senior Securities.
+Added: Mine Safety Disclosures.
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.