Item 4. Controls and Procedures
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, as a result of the material weakness in internal control over financial reporting described below, our Interim Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2022.
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 our annual or interim financial statements would not be prevented or detected on a timely basis. As previously reported in Part II, Item 9A of our Annual Report on Form 10-K for
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the year ended December 31, 2021, management identified the lack of segregation of duties in preparing and approving disclosures as a material weakness in our internal control over financial reporting as of December 31, 2021.
We are committed to continuing to improve our internal control over financial reporting. In response to the identified material weakness, our management, with the oversight of the Audit Committee, developed a remediation plan that includes implementation of a Disclosure Committee. On March 30, 2022 the Board of Directors approved the Disclosure Committee Charter. Subsequent to March 31, 2022, and prior to the date hereof, the Disclosure Committee met for the first time. We plan to evaluate the design and operating effectiveness of the Disclosure Committee, and other improvements to the internal control structure, during the remainder of 2022.
(b) Changes in Internal Control Over Financial Reporting
Other than those changes described above, there have been no material changes in internal control over financial reporting since December 31, 2021.
PART II – OTHER INFORMATION
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