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
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
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
Reporting
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
31, 2024.
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
identified.
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.
29
PART
II - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.