Controls and Procedures
−Removed: Disclosure controls and procedures
−Removed: are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
−Removed: under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
−Removed: to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including
−Removed: our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure.
+Added: Disclosure controls and
+Added: procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed
+Added: or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
+Added: rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
+Added: required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management,
+Added: including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by paragraph
−Removed: (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer carried out an evaluation of the effectiveness
−Removed: of the design and operation of our disclosure controls and procedures as of September 30, 2024.
−Removed: Based on this evaluation, our Interim
−Removed: Chief Executive Officer concluded that, due to the material weaknesses in our internal control over financial reporting previously identified
−Removed: in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and filed
−Removed: with the SEC on April 15, 2024, as amended on April 29, 2024 our disclosure controls and procedures were not effective at the reasonable
−Removed: assurance level as of September 30, 2024.
+Added: (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer and our Chief Financial Officer carried out
+Added: an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025.
+Added: this evaluation, our Interim Chief Executive Officer and our Chief Financial Officer concluded that, due to the material weaknesses in
+Added: our internal control over financial reporting previously identified in Item 9A, “Controls and Procedures” of our Annual Report
+Added: on Form 10-K for the fiscal year ended December 31, 2024 and filed with the SEC on March 21, 2025, as amended on March 28, 2025, our disclosure
+Added: controls and procedures were not effective at the reasonable assurance level as of March 31, 2025.
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
−Removed: operation of our internal control over financial reporting, including hiring additional qualified personnel, further documentation and
+Added: operation of our internal control over financial reporting, including adding additional qualified personnel, further documentation and
implementation of control procedures and the implementation of control monitoring.
−Removed: While we have begun the process of talking through
−Removed: measures which we believe will remediate the underlying cause of these material weaknesses, there can be no assurance as to when the remediation
+Added: While we have begun the process of implementing measures
+Added: 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.
4 unchanged sentences
intended to remediate the material weaknesses noted above, there have been no changes in our internal control over financial reporting
−Removed: (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
−Removed: materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially
+Added: 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.