What changed in this filing

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Item 4. Controls and Procedures

2026-09-30 compared with 2026-08-28 · 132 added, 16 removed, 2 unchanged (99% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

(as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed

in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including

our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions

regarding required disclosure.

Under the supervision and with the participation

of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as of the end of the period covered by this report.

Based on this evaluation, our CEO and CFO concluded that our

disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.

(b) Changes in internal controls

(a) Evaluation of Disclosure Controls

and Procedures

We maintain “disclosure

controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that

information required to be disclosed in our Exchange Act reports 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control

objectives and, in reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in

evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation, as required

by Rule 13a-15(d) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026.

Based upon that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at

the reasonable assurance level because the material weaknesses in our internal control over financial reporting described in Item 4(b)

below had not been remediated as of June 30, 2026.

As described in Item 4(b), those material weaknesses relate to (i) insufficient personnel

with appropriate levels of accounting knowledge and experience to address complex U.S.

GAAP accounting issues and to prepare and review

financial statements and related disclosures under U.S.

GAAP, (ii) ineffective oversight of our financial reporting and internal control

by those charged with governance, and (iii) inadequate design of internal control over the preparation of the financial statements being

Those deficiencies affected our ability to accumulate and communicate information to our management, including our Chief Executive

Officer and Chief Financial Officer, on a timely basis so as to permit timely decisions regarding required disclosure.

Notwithstanding the conclusion described

above, our management believes, based on the procedures described below and the additional procedures we performed in connection with

the preparation of this Amendment, that the consolidated financial statements and other financial information included in our Quarterly

Report on Form 10-Q for the three months period ended June 30, 2026 fairly present, in all material respects, our financial condition,

results of operations and cash flows as of and for the periods presented.

Since the material weaknesses described

above were identified, our management has implemented, and continues to implement, the compensating measures and remediation actions described

in Item 4(b) below.

These measures are designed to provide additional assurance regarding the accuracy and completeness of our disclosures

while the material weaknesses remain unresolved.

These measures do not, and are not intended to, constitute a remediation of the material

weaknesses, and management does not expect that they will prevent or detect all errors or all instances of fraud.

(b) Management’s Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer

and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) Provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that our receipts and expenditures are being made only in accordance with authorization of our management and directors;

(3) Provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the

financial statements.

Internal control over financial reporting

cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Internal control over

financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting

from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal

control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

Management is responsible for establishing

and maintaining adequate internal control over financial reporting for the Company.

Management has used the framework set forth

in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations

of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting.

Based on that evaluation, management has

concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2026, due to the material

weaknesses described below.

In preparing our consolidated

financial statements for the three months period ended June 30, 2026, our management identified material weaknesses in our internal

control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the

United States, and other significant deficiencies.

A “material weakness” is a deficiency, or a combination of

deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are

(i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S.

GAAP accounting

issues and to prepare and review financial statements and related disclosures under U.S.

(ii) ineffective oversight of our financial

reporting and internal control by those charged with governance;

and (iii) inadequate design of internal control over the preparation

of the financial statements being audited.

These material weaknesses remained as of

June 30, 2026.

As a result of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements,

errors or omissions.

Remediation of Material Weaknesses.

remediate the material weaknesses identified above, we have undertaken, and will continue to undertake, steps to strengthen our internal

control over financial reporting, including:

(i) hiring additional qualified resources,

including a financial controller equipped with relevant U.S.

GAAP and SEC reporting experience and qualifications, to strengthen the financial

reporting function and to establish a financial and system control framework;

(ii) implementing regular and continuous

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel;

(iii) establishing effective oversight

and clarifying reporting requirements for non-recurring and complex transactions to ensure that our consolidated financial statements

and related disclosures are accurate, complete and in compliance with SEC reporting requirements;

(iv) engaging external accounting advisors

and consultants to review complex and non-recurring transactions on a contemporaneous basis;

(v) establishing an internal audit function

and reporting lines directly to the Audit Committee of our Board of Directors;

and (vi) enhancing the Audit Committee’s oversight

of the financial reporting process, including a defined review calendar with respect to the financial statement close process, the review

of significant accounting judgments and estimates, and the review of related-party transactions.

these measures had not been fully implemented as of June 30, 2026, and we have concluded that the material weaknesses in our

internal control over financial reporting had not been remediated as of June 30, 2026.Management will consider the material

weaknesses remediated only when the relevant controls have been designed and implemented, have operated for a period of time

sufficient for management to conclude, through testing, that such controls are operating effectively, and when no additional

material weaknesses or significant deficiencies have been identified in the relevant processes.

We expect the remediation measures

described above to be substantially implemented during the fiscal year ending December 31, 2026, although we can provide no

assurance that these measures will be completed within that period.

The Audit Committee of our Board of Directors has been, and will

continue to be, actively involved in overseeing the implementation of these remediation measures and will receive regular updates on

their status.

Financial Reporting

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

over financial reporting during the three months period ended June 30, 2026 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

(d) Attestation Report of the Registered

Public Accounting Firm

This Amendment does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting company, our

management’s report is not subject to attestation by our registered public accounting firm.

II—OTHER INFORMATION

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