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 Principal Financial Officer, to allow timely decisions regarding required
disclosure.
Evaluation
of Disclosure Controls and Procedures
As
required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based on this evaluation,
our Chief Executive Officer and Principal Financial Officer concluded that, due to the material weaknesses in our internal control over
financial reporting previously identified in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 and filed with the SEC on April 15, 2024, as amended on April 29, 2024 our disclosure controls and
procedures were not effective at the reasonable assurance level as of March 31, 2024.
Changes
in Internal Control Over Financial Reporting
We
are implementing certain measures to remediate the material weaknesses identified in the design and operation of our internal control
over financial reporting, including hiring additional qualified personnel, further documentation and implementation of control procedures
and the implementation of control monitoring. Other than those measures, there have been no changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
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.