What changed in this filing

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Item 4. Controls and Procedures

2025-05-14 compared with 2024-11-14 · 43 added, 28 removed, 1 unchanged (99% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to

controls and procedures 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 is 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 such information is accumulated and communicated to a company’s management, including its principal executive and

principal financial officers, as appropriate to allow for timely decisions regarding required disclosure.

Under the supervision and

with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an

evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2024.

Based on this evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a

reasonable assurance level as of September 30, 2024.

designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was

required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

design of any system of controls is also 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;

controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act)

that occurred during the period covered by this Quarterly Report that materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

II — OTHER INFORMATION

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures 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 is 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 such information is accumulated and communicated to a company’s

management, including its principal executive and principal financial officers, as appropriate to allow for timely decisions regarding

required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2025.

on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were

not effective at a reasonable assurance level as of March 31, 2025.

In designing and evaluating our disclosure controls

and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing

disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship

of possible disclosure controls and procedures.

The design of any system of controls is also 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;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies

or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur

and not be detected.

Status of Previously Disclosed Material Weakness

previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2024, we identified the below material weakness in our internal controls over financial reporting:

● Due to our size and stage of development, segregation of all conflicting duties is not always possible

or economically feasible.

As of March 31, 2025, we continue to lack sufficient review procedures and segregation of duties such that proper review had

not been performed by someone other than the preparer, including manual journal entries, and that process documentation is lacking for

have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2025

that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting as

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) or 15d-15(f) of the Exchange Act) that occurred during the period covered by this

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

However, the Company will continue to monitor and work to address the underlying causes of material weaknesses and control deficiencies.

Such material weaknesses and control deficiencies will not be fully remediated until the Company has concluded that its internal controls

are operating effectively for a sufficient period of time.

PART 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