Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As
of June 30, 2026, our management, with participation of our principal executive officer and principal financial officer, performed an
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a – 15(e) under the Exchange Act).
In prior reporting periods, two material weaknesses in internal controls over financial reporting (described below) were identified and
have not yet been remediated. Our principal executive officer and principal financial officer concluded that our disclosure controls
and procedures were not effective at the reasonable assurance level as of June 30, 2026.
The
term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit
under the Exchange Act 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. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
under the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation
of our management, including our principal executive officer and our principal financial officer, 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 in the United States.
Previously
Reported Material Weaknesses
As previously disclosed, a
material weakness was identified related to management’s assessment of long-lived assets for impairment. This material weakness
resulted in an adjustment of $1.5 million to the Company’s audited financial statements for the year ended December 31, 2025. Additionally,
this material weakness could result in misstatements of long-lived assets (property, plant and equipment) or disclosures that would result
in a material misstatement to the annual or condensed financial statements that would not be prevented or detected.
As previously disclosed, Management
identified a material weakness in the level of precision of the Company’s review control over the application of technical accounting
evaluation related to complex warrant instruments and financing transactions.
The material weakness resulted
in the following accounting outcomes: (1) the previously identified misclassification of certain warrants as equity rather than liabilities
under ASC 815-40, Derivatives and Hedging , and (2) the subsequently identified failure to recognize certain warrants as participating
securities under ASC 260, Earnings Per Share , resulting in the incorrect application of the two-class method.
The ASC 260 error resulted
in a material misstatement of net income attributable to common stockholders and basic earnings per share for the three months ended March
31, 2026 and the restatement of the Company’s previously issued unaudited condensed financial statements for that period. The error
did not affect total net income, revenues, operating expenses, cash flows, assets, liabilities or stockholders’ equity.
Because
of these material weaknesses identified in previous reporting periods but not yet remediated, management concluded that the Company did
not maintain effective internal control over financial reporting as of June 30, 2026.
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Remediation
Plans for Material Weaknesses in Internal Controls over Financial Reporting
We
are committed to establishing and maintaining a strong internal control environment. In response to the identified material weakness
as described above, the Company’s Board of Directors and its Audit Committee are conducting an internal investigation to determine
the root cause of the material weaknesses, with advice from outside advisors. Upon conclusion of this investigation, they will work with
management to evaluate internal controls over financial reporting based on criteria set forth in “Internal Control – Integrated
Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Remediation
plans will include obtaining a current appraisal at least once a year in preparation for the Annual Report, and more often if the
market appears to be weakening or other triggers for an indication of impairment have occurred. Management intends to establish
procedures to ensure proper monitoring of indicators of impairment such as a significant market price decrease, adverse changes in
physical condition/usage, legal factors, or current-period operating losses, for each reporting period. For complex transactions,
management resolved to allow for more time and resources to determine proper accounting and disclosure of these transactions. Management intends to enhance the precision of the Company’s technical accounting review control by establishing formal
consultation and escalation criteria for complex warrant and financing arrangements, including required legal interpretation where contractual
provisions may affect the accounting conclusion. Require documented evaluation of all relevant contractual terms and evidence that identified
accounting and legal considerations were fully resolved before the accounting treatment is finalized.
Inherent
Limitations of Internal Controls
While
we strive to create a stronger control environment, we recognize that it is impossible for our internal controls over financial reporting
to prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. While we are committed to continuously improve and strengthen our control environment, over time, our
internal controls over financial reporting may become inadequate because of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Projections of any evaluation of effectiveness to future periods are subject to the risk that
internal controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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PART
II—OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.