Item 4. Controls and Procedures
Item
4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As
of June 30, 2025, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
not effective as of June 30, 2025, due to the material weakness described below.
Material Weakness
In its assessment of the effectiveness of internal control over financial
reporting as of June 30, 2025, management identified material weaknesses in control environment, risk assessment, control activities,
information and communication and monitoring. Specifically, the material weaknesses identified relate to the fact that the Company has
not yet designed and maintained an effective control environment commensurate with its financial reporting requirements, including (a)
has not yet completed formally documenting policies and procedures with respect to review, supervision and monitoring of the Company’s
accounting and reporting functions, (b) lack of evidence to support the performance of controls and the adequacy of review procedures,
including the completeness and accuracy of information used in the performance of controls and (c) we have limited accounting personnel
and other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls
over financial reporting.
Plan
for Remediation
To
remediate this material weakness, management is implementing the following measures:
●
Hiring
additional accounting personnel with appropriate technical expertise;
●
Enhancing
internal review procedures for complex transactions;
●
Providing
targeted training to existing finance staff on U.S. GAAP and SEC reporting requirements;
●
Upgrading
to NetSuite’s enterprise resource program; and
Management
expects these remediation efforts to be completed during fiscal year 2025, subject to the timing of hiring and training.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described
above.
39
PART
II—OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
Except
with respect to the Company’s on-going liquidity needs, there were no material changes in the risk factors we previously disclosed
in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025.
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.