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 Interim Chief Executive 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 Interim Chief Executive Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on this evaluation, our Interim
Chief Executive 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 September 30, 2024.
Management, with the oversight
of the Audit Committee of our Board of Directors, continue to focus on remediating 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. While we have begun the process of talking through
measures which we believe will remediate the underlying cause of these material weaknesses, there can be no assurance as to when the remediation
plan will be fully developed and implemented and whether such measures will be effective. Until our remediation plan is fully implemented
and effective, we will continue to devote time, attention and financial resources to this effort.
Changes in Internal Control Over Financial
Reporting
Other than those measures
intended to remediate the material weaknesses noted above, 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 September 30, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.