−Removed: 4 – CONTROLS AND PROCEDURES
−Removed: of disclosure controls and procedures.
−Removed: We maintain disclosure
−Removed: controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our
−Removed: periodic reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported
−Removed: within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is
−Removed: accumulated and communicated to our management, our principal executive officer and our principal financial officer, to allow timely
−Removed: decisions regarding required disclosure.
−Removed: Our management, with the participation of our Chief Executive Officer and our Chief
−Removed: Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the
−Removed: Exchange Act, as amended) as of the end of the period covered by this report.
−Removed: In designing and evaluating the disclosure controls
−Removed: and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
−Removed: reasonable assurance of achieving the desired control objectives.
−Removed: In addition, the design of disclosure controls and procedures must
−Removed: reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the
−Removed: benefits of possible controls and procedures relative to their costs.
−Removed: Based on that evaluation, our Chief Executive Officer and our
−Removed: Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report
−Removed: were effective as of September 30, 2024, as the material weakness described below has been remediated.
−Removed: Previously Reported Material Weakness
−Removed: in Internal Control Over Financial Reporting
−Removed: In the 2024 Form 10-Q,
−Removed: filed with the SEC on August 16, 2024, management concluded that our internal control over financial reporting was not effective
−Removed: as of June 30, 2024.
−Removed: In the evaluation, we did not maintain an effective control environment over the internal control activities
−Removed: to ensure the proper recognition and measurement related to the accounting for complex and non-routine transactions.
−Removed: have adequate supervision and review controls over the complex accounting related to the non-cash impairment of intangibles, non-cash
−Removed: equity transactions and the recoverability of inventory.
−Removed: As a result, management review of asset impairment calculations did not
−Removed: identify errors in the associated cash flow projections which led to an error in the conclusion of the initial impairment assessment.
−Removed: We also did not properly assess the realizability of inventory based upon the projections utilized and our assessment of an amendment
−Removed: to existing warrants that were reclassified into equity in the same period did not include a quantitative evaluation of the potential
−Removed: materiality of revaluation adjustments.
−Removed: In connection with
−Removed: the material weakness as it relates to the accounting for complex and non-routine transactions related to the non-cash impairment
−Removed: of intangibles, non-cash equity transactions and the recoverability of inventory, management re-evaluated the effectiveness of
−Removed: such controls as of September 30, 2024, and concluded that such controls were operating effectively as of September 30, 2024.
−Removed: remediation of the material weakness over the complex accounting related to the non-cash impairment of intangibles, non-cash equity
−Removed: transactions was as a result of no material balances related to these financial statement captions as of September 30, 2024, and
−Removed: consequently there was no risk of material misstatements for these financial statement captions.
−Removed: In relation to the realizability
−Removed: of inventory, the remediation of this material weakness constituted expanded review processes including but not limited to the
−Removed: assessment of additional data points for the assessment and additional personnel included to evaluate our ability to realize inventory
−Removed: in internal control over financial reporting.
−Removed: Other than as described
−Removed: above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September
−Removed: 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: II - OTHER INFORMATION
+Added: ITEM 4 – CONTROLS AND PROCEDURES
+Added: Evaluation of disclosure controls and procedures.
+Added: Our management, with the
+Added: participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and
+Added: procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report
+Added: on Form 10-Q.
+Added: In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,
+Added: no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
+Added: the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required
+Added: to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
+Added: Based on our evaluation, our
+Added: Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures are designed
+Added: at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports
+Added: that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC
+Added: rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
+Added: Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Changes in internal control over financial reporting.
+Added: There were no changes in our
+Added: internal control over financial reporting that occurred during the quarter ended March 31, 2025, that have materially affected, or are
+Added: reasonably likely to materially affect, our internal control over financial reporting.
+Added: PART II - OTHER INFORMATION
Legal Proceedings
−Removed: are currently not a party to any material legal proceedings or claims.
+Added: We are currently not a party
+Added: to any material legal proceedings or claims.
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.