Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures.
As
of March 31, 2026, we conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure
Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our
chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving
their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our
Disclosure Controls and Procedures were not effective as of March 31, 2026, due to material weaknesses in our internal control over financial
reporting, which are described below.
Specifically,
management has concluded that its internal control over financial reporting was not effective as of March 31, 2026 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America due to not maintaining proper segregation of duties, including: (i) we
have not designed controls to ensure all accounting journals entries are reviewed and approved and (ii) we have one individual in our
accounting department who has “super user” access and security administration rights to the financial reporting systems.
To
remediate these material weaknesses, we are working to do the following: (i) implementing appropriate controls for accounting journal
entry approvals, including the approval of our chief financial officer, and (ii) either actively monitoring any accounting user with
elevated rights or assigning another employee outside of an accounting and reporting role with elevated access. We will not be able to
fully remediate the material weakness until the actions discussed above have been implemented and operated effectively for a sufficient
period of time.
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Table of Contents
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.