Item 1A. Risk Factors
Item 1A – Risk Factors
There have been no material changes to the risk factors as previously disclosed under Item 1A in our Annual Report for the year ended December 31, 2022, and those referenced in other reports on file with the SEC, other than those set forth below:
We have identified a material weakness in our internal controls, and cannot provide assurances that this weakness will be effectively remediated or that additional material weaknesses will not occur in the future.
If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, which may cause investors to lose confidence in the Company’s reported financial information and may lead to a decline in our stock price.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act and for evaluating and reporting on that system of internal control. As further discussed in the Explanatory Note of this Form 10-Q/A, Note 1A. Restatement of Previously Issued Financial Statements of the Notes to the consolidated financial statements and Part I, Item 4 of this Form 10-Q/A, our management identified a material weakness in our internal control over financial reporting. The related control deficiency resulted in material misstatements to our previously issued Unaudited Financial Statements included in the Original Quarterly Report. Accordingly, management determined that this control deficiency constituted a material weakness and, as a result, has concluded that as of September 30, 2023, our internal control over financial reporting was not effective based on the criteria in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
While our management is taking steps to remediate the material weakness, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In the future, we may identify additional material weaknesses or otherwise fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, which may result in material errors in our financial statements or cause us to fail to meet our period reporting obligations. If we fail to remediate this material weakness or otherwise fail to establish and maintain effective control over financing reporting, it may adversely affect our ability to accurately and timely report our financial results in the future, may adversely affect investor confidence, our reputation and our ability to raise additional capital, cause the market price of our stock to decline, expose us to sanctions or investigations by the SEC or other regulatory authorities, or impact our results of operations.
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Item 2 – Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
There were no unregistered sales of the Company’s common stock, par value $0.01 per share (“Common Stock”), during the quarter-to-date period ended September 30, 2023.
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
Not Applicable
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