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Management’s Evaluation of our Disclosure Controls and Procedures
−Removed: Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) of the Exchange Act as of September 30, 2025.
+Added: Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) of the Exchange Act as of March 31, 2026.
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.
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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 upon their evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the material weakness described in our Annual Report.
−Removed: In the course of preparing our 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.
−Removed: 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.
−Removed: Management has also refined our processes for communicating with our auditor as to when our financial statements and related materials have passed through our internal control processes.
+Added: Based upon their evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weakness described in our Annual Report and updated below.
+Added: In the course of preparing our financial statements for the Annual Report, management identified a material weakness related to the inherent limitations of the accounting software used to prepare our financial statements and the limited number of accounting personnel we employ.
+Added: As a result of these limitations and our limited number of accounting personnel, we previously determined that we had insufficient segregation of duties over the initiation, approval and recording of certain financial transactions.
+Added: In response and during the quarter ended March 31, 2026, we implemented multiple compensating controls to mitigate these limitations.
+Added: Subsequent to March 31, 2026, management initiated a redesign of the control environment to address the inherent limitations previously identified in connection with our accounting software, including enhancements to monitoring and review procedures and the reassignment of responsibilities to strengthen segregation of duties across the initiation, approval and recording of transactions.
+Added: In light of these actions, management does not currently expect to hire the additional accounting personnel as previously contemplated in our Annual Report in order to remediate the identified material weakness.
+Added: However these revised controls must operate for a sufficient period of time for this previously identified material weakness to be remediated.
Notwithstanding this material weakness, we believe that our financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.
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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.
−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) 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: During the quarter ended March 31, 2026, 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: However, subsequent to March 31, 2026, we initiated the redesign actions described above which we believe are reasonably likely to materially affect, our internal control over financial reporting on a prospective basis.
+Added: As noted above, these newly implemented controls must operate for a sufficient period of time for our previously identified material weakness to be remediated.
Limitations of Effectiveness of Control
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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: Further, while we have made changes to our internal controls in an effort to remediate our previously identified material weakness, these efforts may not be successful or ultimately operate as we intend.
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.
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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.