Item 4. Controls and Procedures
Item 4.
Controls and Procedures
Disclosure controls and procedures are controls
and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure
controls and procedures were not effective as of March 31, 2025 because of the identification of material weaknesses in our internal
control over financial reporting as described below. A material weakness, as defined in the SEC regulations, is a deficiency, or 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.
In light of these material weaknesses, we performed
additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted
accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present
fairly in all material respects our financial position, results of operations and cash flows for the period presented.
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PART
II—OTHER INFORMATION
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