Item 4. Controls and Procedures
Item
4. Controls and Procedures
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 not effective at a reasonable assurance level
due to the material weakness described below.
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Notwithstanding
the material weakness, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that
the condensed consolidated 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 basis.
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, and the related controls will be subject to testing as applicable during the year.
Evaluation
of Changes in 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 June 30, 2024
that have materially affected, or are reasonably likely to materially affect, the Company’s 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.