Controls and Procedures
−Removed: Disclosure controls and procedures are controls and
−Removed: other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act
−Removed: is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls
−Removed: and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
−Removed: reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer
−Removed: and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: As required by Rules 13a-15 and 15d-15 under the
−Removed: Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation
−Removed: of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025.
−Removed: In our Quarterly Report on Form 10-Q for the quarter
−Removed: ended March 31, 2025, we reported that our disclosure controls and procedures were not effective due to the identification of certain
−Removed: material weaknesses in our internal control over financial reporting.
−Removed: During the second quarter of 2025, we implemented remediation measures
−Removed: designed to address these material weaknesses, which included:
−Removed: ● Enhancing our financial reporting policies and procedures;
−Removed: ● Engaging a new external accounting firm with SEC reporting
−Removed: expertise to provide enhanced support for our financial closing and reporting processes;
−Removed: ● Enhancing the internal documentation retention and storage
−Removed: system to improve accessibility and audit readiness.
−Removed: Management tested the design and operating effectiveness
−Removed: of the remediated controls and concluded that the previously identified material weaknesses have been remediated as of June 30, 2025.
−Removed: Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 2025.
−Removed: We believe, however, that a controls system, no matter how
−Removed: well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no
−Removed: evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if
−Removed: any, within a company have been detected.
+Added: Disclosure controls and procedures
+Added: are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under
+Added: the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
+Added: be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief
+Added: Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding
+Added: required disclosure.
+Added: As required by Rules 13a-15
+Added: and 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
+Added: carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30,
+Added: In our Quarterly Report on
+Added: Form 10-Q for the quarter ended June 30, 2025, management concluded that the material weaknesses previously identified in our Quarterly
+Added: Report on Form 10-Q for the quarter ended March 31, 2025, had been remediated and that our disclosure controls and procedures were effective
+Added: as of that date.
+Added: During the third quarter of 2025, management continued to monitor and test the operation of these controls and procedures
+Added: and did not identify any new material weaknesses.
+Added: Based on this evaluation, our management concluded that our disclosure controls and
+Added: procedures were effective as of September 30, 2025.
+Added: We believe, however, that a controls system,
+Added: no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems
+Added: are met, and no evaluation of controls can provide absolute assurance that all control issues and instances
+Added: of fraud or error, if any, within a company have been detected.
PART II—OTHER INFORMATION
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.