Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under
the Securities Exchange Act of 1934, as amended (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.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be
considered relative to their costs. In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
As
of the end of the period covered by the report, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, including
our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective
due to material weaknesses in the Company’s internal control over financial reporting as described below.
Nevertheless,
based on the performance of additional procedures by management designed to ensure reliability of financial reporting, management has
concluded that, notwithstanding the material weaknesses described below, the financial statements, and other financial information included
in this report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company
as of the dates, and for the periods presented, in conformity with U.S. GAAP.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended
on March 31, 2026 covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
41
Table of Contents
PART
II
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.