What changed in this filing

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Item 4. Controls and Procedures

2024-10-15 compared with 2024-10-15 · 36 added, 46 removed, 3 unchanged (96% of the section changed)

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

Under the supervision and with the participation of

our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of

our Disclosure Controls and Procedures (“DCPs”) as of the end of the fiscal quarter ended March 31, 2024, as such term is

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on such evaluation at the time our Form 10-Q

for the three months ended March 31, 2024 was filed, our Chief Executive Officer and Chief Financial Officer concluded that as of March

31, 2024, our DCPs were effective at a reasonable assurance level.

Subsequent to that evaluation and as a result of the material weakness

in our ICFR discussed below, our Chief Executive Officer and Chief Financial Officer have concluded that during the three-month period

ended March 31, 2024, our disclosure controls and procedures were not effective.

Our internal control over financial reporting did not

result in the proper accounting classification of financial information and presentation which, due to its material impact on our financial

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.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of the effectiveness of our Disclosure Controls and Procedures (“DCPs”) as of the end of the fiscal quarter

ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on such evaluation at the time our Original Form 10-Q was filed, our Chief Executive Officer and Chief Financial Officer concluded that

as of March 31, 2024, our DCPs were effective at a reasonable assurance level.

Subsequent to that evaluation and as a result of the material

weakness in our ICFR discussed below, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered

by this report, our disclosure controls and procedures were not effective.

Our internal control over financial reporting did not result

in the proper accounting classification of financial information and presentation which, due to its material impact on our financial

statements, we determined to be a material weakness.

Therefore, on August 8, 2024, the Company filed a Form 10-Q/A for the three months

ended March 31, 2024, which corrected the accounting error of a vendor invoice that was inadvertently recorded in April 2024 rather than

the proper period of March 2024.

Material Weaknesses in Internal Control over Financial

A material weakness is a deficiency, or a combination

of deficiencies, in Internal Control over Financial Reporting (“ICFR”), such that there is a reasonable possibility that a

material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We did not maintain effective controls over expense

recording and accruals.

Specifically, we did not maintain effective controls to timely identify and account for period cutoff and accruals

to the proper period.

This material weakness resulted in the restatement of our financial statements for the three months ended March

Remediation Plan

Upon identification of the material weakness, our

management developed a remediation plan to address the material weakness, which includes updating our procedures regarding the review

of expenses and accruals of expenses to the proper period.

Our management believes the measures described above

and others that may be implemented will remediate the material weakness that we have identified.

However, the material weakness will not

be considered remediated until there has been appropriate time for us to conclude through testing that the controls are operating effectively.

As our management continues to evaluate and improve

our ICFR, we may decide to take additional measures to address control deficiencies or determine to modify certain remediation measures

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting during the six months ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Weaknesses in Internal Control over Financial Reporting

material weakness is a deficiency, or a combination of deficiencies, in Internal Control over Financial Reporting (“ICFR”),

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented

or detected in a timely manner.

did not maintain effective controls over expense recording and accruals.

Specifically, we did not maintain effective controls to timely

identify and account for period cutoff and accruals to the proper period.

This material weakness resulted in the restatement of our financial

statements for the three months ended March 31, 2024.

identification of the material weakness, our management developed a remediation plan to address the material weakness, which includes

updating our procedures regarding the review of expenses and accruals of expenses to the proper period.

management believes the measures described above and others that may be implemented will remediate the material weakness that we have

However, the material weakness will not be considered remediated until there has been appropriate time for us to conclude

through testing that the controls are operating effectively.

our management continues to evaluate and improve our ICFR, we may decide to take additional measures to address control deficiencies

or determine to modify certain remediation measures identified.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the quarter ended March 31, 2024, that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

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.

What changed 10-Q/A

Item 4. Controls and Procedures