Item 4. Controls and Procedures
Item
4. Controls and Procedures.
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 June 30, 2025. 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 June 30, 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
As
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 June
30, 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 review
There
have been no changes in the Company’s internal control over financial reporting during the six months ended June 30, 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
necessary.
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 our internal controls are operating effectively for a sufficient period of time.
28
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.