Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based on this evaluation,
management concluded that our disclosure controls and procedures were not effective as of March 31, 2025 to provide reasonable assurance
that information required to be disclosed in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Despite the identified
material weaknesses, we believe that our unaudited consolidated financial statements and other information contained in this
Quarterly Report fairly present, in all material respects, our financial condition, and results of operations for the periods
presented.
We remain committed to
ongoing improvements in our disclosure controls and internal control over financial reporting, including execution of the
remediation plan disclosed under “Part II, Item 9A. Controls and Procedures”
in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025. The material weaknesses previously identified in the Annual Report
remained un-remediated as of March 31, 2025.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system
of internal control over financial reporting is subject to inherent limitations. These include the exercise of judgment in designing,
implementing, and operating controls, as well as the inherent inability to completely eliminate the risk of misconduct or error. Accordingly,
while we aim to establish robust controls, any system, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives.
Additionally, the design of our
disclosure controls and procedures is impacted by resource constraints and the necessity for management to balance the benefits of potential
controls against their associated costs. Moreover, projections of effectiveness into future periods are subject to risks that controls
may become inadequate over time due to evolving conditions or diminished compliance. We will continue to monitor and enhance our internal
control as necessary or appropriate, but we cannot provide assurance that these improvements will fully eliminate all risks of material
misstatement.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts
described above, there have been no material changes in our internal control over financial reporting (as such term is defined in Rule
13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2025, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
9
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.