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 nine months ended September 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.