What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-13 compared with 2025-06-02 · 5 added, 40 removed, 12 unchanged (79% of the section changed)

2 unchanged sentences

comprising a portion of this report, which are incorporated herein by reference.

Changes in and Disagreements With Accountants

on Accounting and Financial Disclosure.

On October 15, 2024, EisnerAmper LLP (“EA”)

submitted its resignation as the Company’s independent registered public accounting firm, effective upon the Company’s filing

of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

The Company’s Audit

Committee of the Board (the “Audit Committee”) appointed EA to serve as the Company’s independent registered public

accounting firm on July 6, 2023 (the “Appointment Date”).

EA’s audit report on the Company’s financial statements

as of, and for the fiscal year ended December 31, 2023, dated April 11, 2024, did not contain any adverse opinion or a disclaimer of opinion,

nor was it qualified or modified as to uncertainty, audit scope or accounting principles, other than that it contained an explanatory

paragraph regarding the Company’s ability to continue as a going concern.

From the Appointment

Date to the date of EA’s resignation (the “Engagement Period), there were no disagreements between the Company and EA on any

matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if

not resolved to the satisfaction of EA, would have caused EA to make reference to the subject matter of the disagreements in connection

with its audit reports on the Company’s financial statements for such periods.

During the Engagement

Period, there were no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v), except as previously disclosed

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s Quarterly Reports

on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, and September 30, 2024, Company management identified certain material

weaknesses in internal controls as follows:

(a) the Company did not maintain an effective control environment with adequate segregation

of duties with respect to cash disbursements;

(b) the Company did not have an effective risk assessment process and effective monitoring

of compliance with established accounting policies and procedures, and did not demonstrate a sufficient level of precision in the application

of the Company’s controls, including the maintenance of board committee minutes and unanimous written consents;

controls over the approval and reporting of expenses paid with the Company’s credit cards and certain bank wires were not designed

and maintained to achieve the Company’s objectives;

(d) the Company lacked accounting resources to maintain optimal segregation

of duties, maintain adequate controls over the approval and posting of journal entries, and to provide optimal levels of oversight in

order to process financial information in a timely manner, analyze and account for complex, non-routine transactions, and prepare financial

(e) the Company did not maintain adequate controls for the timely identification, approval or reporting of related party transactions,

and (f) the Company did not maintain effective controls to ensure information technology policies and procedures set the tone at the top,

to mitigate risks and achieve information technology objectives and ITGCs in the change management, logical security and computer

operations domains.

Changes in and Disagreements With

Accountants on Accounting and Financial Disclosure.

Effective February 13, 2025, the Audit Committee

authorized the appointment of MaloneBailey LLP (“ MaloneBailey ”) as the Company’s new independent registered public

accounting firm for the fiscal year ended December 31, 2024, and MaloneBailey was appointed as the Company’s independent registered

public accounting firm.

authorized the appointment of MaloneBailey LLP (“MaloneBailey”) as the Company’s new independent registered public accounting

firm for the fiscal year ended December 31, 2024, and MaloneBailey was appointed as the Company’s independent registered public

accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim

7 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data