What changed in this filing

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Item 4. Controls and Procedures

2024-08-14 compared with 2023-10-02 · 22 added, 24 removed, 10 unchanged (82% of the section changed)

5 unchanged sentences

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, to allow timely decisions regarding required disclosure.

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 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 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.

The Company identified

errors in the accounting for previously issued warrants, debt issuance costs and the classification of debt.

Therefore, the Company restated

it’s unaudited condensed financial statements as of and for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022.

In connection with the restatements, the Company identified a material weakness in its internal controls related to accounting for complex

financial instruments.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

errors in the accounting for a settlement agreement entered into with a vendor.

Therefore, the Company restated it’s unaudited

condensed financial statements as of and for the period ended March 31, 2024.

Based on the evaluation, and further supported by the error

identified and associated restatement, 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

During the most recently completed fiscal quarter, there has been no

change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has

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

In light of the restatement

of our financial statements as described above, 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 condensed consolidated

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.

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.

PART 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