Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Evaluation of Disclosure 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 forms. 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 Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under
the Exchange Act, 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 of March 31, 2026. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and
procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective at a reasonable assurance
level, due to the material weaknesses in internal control over financial reporting previously disclosed in the 2025 Form
10-K.
During the first quarter of 2026, management continued to evaluate and implement remediation measures
intended to address the previously identified material weaknesses. However, these material weaknesses had not been fully remediated as
of March 31, 2026.
The Company recognizes that the material weaknesses
in its internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient
period of time and can be tested and concluded by management to be designed and operating effectively. Because the Company’s remediation
efforts are ongoing, it cannot provide any assurance that these remediation efforts will be successful or that its internal control over
financial reporting will be effective as a result of these efforts.
The Company will continue to evaluate and work
to improve its internal control over financial reporting related to the identified material weaknesses, and management may determine to
take additional measures to address control deficiencies or determine to modify the remediation plan described above. The Company will
report the progress and status of the above remediation efforts to the Audit Committee on a periodic basis.
Changes in Internal Control over Financial
Reporting
Other than discussed
above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange
Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
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PART II - Other Information
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