Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
controls and procedures are controls and other procedures that are 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 our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation
of Disclosure Controls and Procedures
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, 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 September 30, 2021. Based on this evaluation,
our principal executive officer and principal financial and accounting officer have concluded that, solely due to the events that led
to the Company’s restatement of its financial statements to reclassify the Company’s derivative instruments as liabilities
(which are described in the Company’s Amendment No. 1 to its Annual Report on Form 10-K/A filed on June 16, 2021) (the “Restatement”),
during the period covered by this report, a material weakness existed and our disclosure controls and procedures were not effective.
Changes
in Internal Control Over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly
Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In light of the material weakness identified and the resulting Restatement, we plan to enhance our processes to identify and appropriately
apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply
to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and
documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting
applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives
will ultimately have the intended effects.
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PART
II
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