Controls and Procedures
−Removed: Disclosure controls and procedures
−Removed: are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under
−Removed: the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
−Removed: be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief
−Removed: Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding
−Removed: required disclosure.
−Removed: As required by Rules 13a-15
−Removed: and 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
−Removed: carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30,
−Removed: In our Quarterly Report on
−Removed: Form 10-Q for the quarter ended June 30, 2025, management concluded that the material weaknesses previously identified in our Quarterly
−Removed: Report on Form 10-Q for the quarter ended March 31, 2025, had been remediated and that our disclosure controls and procedures were effective
−Removed: as of that date.
−Removed: During the third quarter of 2025, management continued to monitor and test the operation of these controls and procedures
−Removed: and did not identify any new material weaknesses.
−Removed: Based on this evaluation, our management concluded that our disclosure controls and
−Removed: procedures were effective as of September 30, 2025.
−Removed: We believe, however, that a controls system,
−Removed: no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems
−Removed: are met, and no evaluation of controls can provide absolute assurance that all control issues and instances
−Removed: of fraud or error, if any, within a company have been detected.
+Added: Disclosure controls and procedures are controls
+Added: and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
+Added: Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls
+Added: and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
+Added: reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer
+Added: and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
+Added: As required by Rules 13a-15 and 15d-15 under the
+Added: Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation
+Added: of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026.
+Added: As previously disclosed
+Added: in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management concluded that material
+Added: weaknesses in internal control over financial reporting existed as of December 31, 2025, including deficiencies relating to (i) the
+Added: completeness and accuracy of liabilities and (ii) the sufficiency of personnel within the accounting and financial reporting
+Added: As a result of these material weaknesses, management concluded that the Company’s disclosure controls and procedures
+Added: were not effective as of December 31, 2025.
+Added: As of March 31, 2026, these
+Added: material weaknesses have not been fully remediated.
+Added: Accordingly, management concluded that the Company’s disclosure controls and
+Added: procedures were not effective as of March 31, 2026.
+Added: Management continues to implement
+Added: remediation measures to address the identified material weaknesses.
+Added: These measures include, among other things, enhancing review and approval
+Added: procedures over financial reporting, strengthening processes related to the identification and recording of liabilities, and augmenting
+Added: accounting and financial reporting personnel.
+Added: Changes in Internal Control
+Added: over Financial Reporting
+Added: Except for the ongoing remediation
+Added: efforts described above, there have been no changes in the Company’s internal control over financial reporting during the quarter
+Added: ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
+Added: over financial reporting.
+Added: However, a controls system,
+Added: no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system will be met, and
+Added: no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company
+Added: 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.