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, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026.
As previously disclosed in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management concluded that material weaknesses in
internal control over financial reporting existed as of December 31, 2025, including deficiencies relating to (i) the completeness and
accuracy of liabilities and (ii) the sufficiency of personnel within the accounting and financial reporting function. As a result of these
material weaknesses, management concluded that the Company’s disclosure controls and procedures were not effective as of December
31, 2025.
As of June 30, 2026, these
material weaknesses have not been fully remediated. Accordingly, management concluded that the Company’s disclosure controls and
procedures were not effective as of June 30, 2026.
Management continues to implement
remediation measures to address the identified material weaknesses. These measures include, among other things, enhancing review and approval
procedures over financial reporting, strengthening processes related to the identification and recording of liabilities, and augmenting
accounting and financial reporting personnel.
Changes in Internal Control
over Financial Reporting
Except for the ongoing remediation
efforts described above, there have been no changes in the Company’s internal control over financial reporting during the quarter
ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
However, a controls system,
no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system will be met, and
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company
have been detected.
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PART II—OTHER INFORMATION
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