What changed in this filing

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Item 4. Controls and Procedures

2025-05-15 compared with 2024-11-13 · 20 added, 33 removed, 5 unchanged (91% 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 not effective at a reasonable assurance level due to the material weakness described

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.

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 as of March 31, 2025 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.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures

or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed

and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

The design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements

due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

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

September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting.

There have been no changes in the Company’s internal control

over financial reporting during the three months ended March 31, 2025 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