What changed in this filing

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Item 4. Controls and Procedures

2024-05-14 compared with 2023-11-13 · 31 added, 10 removed, 5 unchanged (89% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial

Officer have evaluated the Company’s disclosure controls and procedures, and have concluded, based on their evaluation as of the

end of the period covered by this report, that our disclosure controls and procedures, as defined in the Securities Exchange Act of 1934,

as amended (the Exchange Act), Rule 13a-15(e), are effective to ensure that the information required to be disclosed in the reports that

the Company files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have evaluated

the Company’s disclosure controls and procedures, and have concluded, based on their evaluation as of the end of the period covered

by this report, that our disclosure controls and procedures, as defined in the Securities Exchange Act of 1934, as amended (the Exchange

Act), Rule 13a-15(e), are not effective at a reasonable assurance level due to the material weakness described below.

Notwithstanding the material weakness,

our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the financial statements included

in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows for the

periods presented in accordance with U.S.

Generally Accepted Accounting Principles.

Remediation of Previously

Identified Material Weakness

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

As previously disclosed in our Form 10-K for the year ended December 31,

2023, as filed on March 29, 2024, management in connection with our independent auditors identified a material weakness in our controls

related to the review of the annual income tax provision prepared by a third-party firm during the audit process related to our fiscal

year ended December 31, 2023.

Specifically, we did not maintain effective controls to sufficiently review the completeness and accuracy

of the annual tax provision in Note 10 to our financial statements (the “Tax Provision Disclosure”) included in our Form 10-K

for the year ended December 31, 2023

In response to the material

weakness, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial

Officer, initiated a reassessment of our processes and controls related to the Tax Provision Disclosure and developed an action plan to

remediate this matter, which included creating processes to ensure a thorough review of all materials and schedules prepared by third

parties with respect to the Tax Provision Disclosure and engaging a tax professional to prepare and review any Tax Provision Disclosures.

Management believes the involvement of the tax professional provides sufficient remediation.

Evaluation of Changes in Internal Control over

Financial Reporting

There have been no changes in the Company’s

internal control over financial reporting during the three months ended September 30, 2023 that have materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

Other than the remediation of the material weakness

described above, there have been no changes in the Company’s internal control over financial reporting during the three months ended

March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over

financial reporting.

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