Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including 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) under the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, our chief executive
officer recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
Based on the evaluation as of March 31, 2021,
for the reasons set forth below, our management concluded that our disclosure controls and procedures were not effective to provide reasonable
assurance that information we are required to disclose in reports that we file or submit under the Exchange Act 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 disclosure.
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. In its assessment of
the effectiveness of internal control our financial reporting as of March 31, 2021, the Company determined that the following item constituted
a material weakness:
●
The Company does not have adequate controls related to change management within the technology that support the Company’s financial reporting function.
Changes in Internal Control over Financial Reporting
We have implemented significant changes in our
internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the three months
ended March 31, 2021, related to general information technology controls in the area of change management in order to remediate the material
weakness identified above. However, the Company determined that the residual risk remaining still caused the material weakness to exist.
Accordingly, the Company intends to remediate the material weakness for the year ending December 31, 2021.
There have been no other changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered
by this report 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
ITEM 1. LEGAL PROCEEDINGS
To our knowledge, there are no material pending legal
proceedings to which we are a party or of which any of our property is the subject.
ITEM 1A. RISK FACTORS
There were no material changes to the Risk Factors
disclosed in “Item 1A. Risk Factors” in the Form 10-K. For more information concerning our risk factors, please see “Item
1A. Risk Factors” in the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered securities
during the quarter ended March 31, 2021 that were not previously reported on a Current Report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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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.