What changed in this filing

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Item 4. Controls and Procedures

2026-05-05 compared with 2025-11-07 · 21 added, 44 removed, 4 unchanged (94% of the section changed)

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

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 and our Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025.

this evaluation, our Interim Chief Executive Officer and our Chief 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, 2024 and filed with the SEC on March 21, 2025, as amended on March 28, 2025, our disclosure

controls and procedures were not effective at the reasonable assurance level as of September 30, 2025.

As of September 30, 2025,

management continues to focus on strengthening our internal control over financial reporting (“ICFR”) to remediate the current

material weaknesses previously disclosed in our 2024 Form 10-K.

Under the oversight of senior

management and the Audit Committee of the Board of Directors, we have initiated and are in the process of executing remediation plans

designed to address the underlying causes of these material weaknesses.

Key measures include:

● Expanding our accounting and financial reporting

personnel with additional U.S.

GAAP and SEC reporting experience;

● Establishing enhanced monitoring and review controls

for non-recurring and complex transactions to ensure the accuracy and completeness of our financial statements and related disclosures;

● Formalizing and maintaining documentation of

critical controls and accounting policies to strengthen consistency and accountability across the Company;

● Engaging nationally recognized third-party advisors

on specific technical accounting and valuation matters;

● Implementing and reinforcing segregation of duties

within key financial reporting and operational processes.

Management, including the

Interim Chief Executive Officer and Chief Financial Officer, has reaffirmed the importance of a strong control environment and an organization-wide

focus on internal control and accountability.

The material weaknesses will

not be considered remediated until the applicable controls have been designed, implemented, and have operated effectively for a sufficient

period of time, and management has completed testing to confirm their operating effectiveness.

We are committed to maintaining a strong

control environment and will continue to monitor the effectiveness of our remediation actions and modify our plans as necessary to ensure

the identified material weaknesses are fully remediated.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, Management, with the participation

of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure

controls and procedures as of March 31, 2026.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by a company in the reports that it files or submits 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 by a company in the reports that it files or submits

under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers,

as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Interim Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance

level as of March 31, 2026.

Changes in Internal Control Over Financial

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, 2025 that have

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

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, 2026 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

Item 4. Controls and Procedures