Item 4. Controls and Procedures
Item
4. Controls and Procedures
(a)
Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed
or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the
time periods required by the Commission’s rules and forms.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
(principal executive officer) and Corporate Controller (principal financial officer), of the effectiveness of the design and
operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of June 30,
2026 . Based on this evaluation, the Chief Executive Officer (principal executive officer) and Corporate Controller
(principal financial officer) concluded that our disclosure controls and procedures were not effective as of June 30, 2026, the end
of the period covered by this Quarterly Report on Form 10-Q, due to the material weaknesses described below.
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(b)
Management’s Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.
Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management
has assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making our assessment of the
effectiveness of internal control over financial reporting, management used the criteria set forth in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A
material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements
will not be prevented or detected on a timely basis. As a result of our evaluation of our internal control over financial reporting,
management identified the following material weaknesses in our internal control over financial reporting:
●
We
lack a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account
for the application of new accounting standards as well as significant, unusual transactions particularly with regard to equity financing
arrangements and the timing of recognition of certain non-cash charges.
Accordingly,
management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2026.
Plan
for Remediation of Material Weakness
The Company intends to remediate
the material weakness through measures that are expected to include engaging outside technical accounting resources with respect to significant
and unusual transactions, including equity financing arrangements; enhancing management review procedures over the application of new
accounting standards and the timing of recognition of non-cash charges; and periodic reporting to the Audit Committee on
remediation progress . As management continues to evaluate
and refine our internal control framework, additional steps may be taken to address any remaining deficiencies or to further strengthen
remediation measures already in place.
(c)
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter 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
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.