108 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A. CONTROLS AND PROCEDURES Management’s Evaluation of our Disc i losure Controls and Procedur d es We maintain “disclosure controls and procedur d es,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or subm u it under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial offi f cers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedur d es, no matter how well designed and operated, can provide only reasonabl a e assurance of achieving the desired control obje b ctives and management necessarily applies its judgment in evaluating the cost-benefit f relationship of possible controls and procedur d es. Our management, with the participation of our principal executive offi f cer and principal financial offi f cer, evaluated the effe f ctiveness of the Company’s disclosure controls and procedur d es as of December 31, 2023. Based upon such evaluation, our principal executive offi f cer and principal financial offi f cer concluded that the design and operation of our disclosure controls and procedur d es were effe f ctive at a reasonabl a e assurance level as of December 31, 2023. Management’s Repor e t on Internal Control over Financial Repor e ting Our management is responsible for establ a ishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supe u rvision of and with the participation of our principal executive offi f cer and principal financial offi f cer, our management assessed the effe f ctiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over financial reporting was effe f ctive as of December 31, 2023. We are a non-accelerated filer under the Exchange Act and not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Therefor f e, this Annual Report does not include an attestation report of our registered public accounting firm regarding the effe f ctiveness of internal control over financial reporting as of December 31, 2023. Limitations on the Effe f ctiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effe f ctiveness to future periods are subj u ect to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedur d es may deteriorate. Changes in Internal Control over Financial Repor e ting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affe f cted, or is reasonabl a y likely to materially affe f ct, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable.