What changed in this filing

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Item 4. Controls and Procedures

2026-05-14 compared with 2025-11-14 · 40 added, 31 removed, 31 unchanged (70% of the section changed)

6 unchanged sentences

to management, including our principal executive and financial officers, to allow timely decisions regarding required disclosure.

Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with assistance from other members of management,

have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, and based on their evaluation, have

Chief Executive Officer and Chief Financial Officer, with assistance from other members of management,

have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, and based on their evaluation, have

concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control

over financial reporting, described below.

Background and Remediation of Material Weaknesses

In connection with the preparation of our consolidated

financial statements for the years ended December 31, 2024 and 2023, material weaknesses were identified in the design and operating effectiveness

of our internal control over financial reporting due to ineffective information and communication controls, resulting in lack of timely

identification and accounting for certain key debt and other agreements.

We have initiated, and continue to implement, measures

intended to remediate the material weaknesses described above and to strengthen our internal control over financial reporting.

These measures

(i) hiring additional experienced accounting and SEC

reporting personnel at the corporate and subsidiary levels and enhancing segregation of duties;

(ii) engaging an independent internal

auditor and establishing an internal audit plan focused on revenue recognition, complex financing arrangements, and acquisition accounting,

with periodic reporting to the Audit Committee;

(iii) implementing formal contract-review controls including documented technical accounting

reviews for new or amended agreements;

(iv) standardizing and documenting our monthly and quarterly close processes, including review

and approval controls, checklists, and enhanced management review controls over significant estimates and judgments;

and (v) deploying

certain technology solutions, including a cloud-based planning and reporting system to reduce manual processes and improve data integrity

and transparency.

While we believe these actions represent important

steps toward remediation, the material weaknesses will not be considered remediated until the applicable controls are designed, implemented,

and operate effectively for a sufficient period of time and management has concluded, through testing, that they are operating effectively.

We can provide no assurance that the measures described above will fully remediate the identified material weaknesses.

We also may incur

significant costs to execute costs to execute various aspects of our remediation plan.

and Remediation of Material Weaknesses

connection with the preparation of our consolidated financial statements for the years ended December 31, 2025 and 2024, material weaknesses

were identified in the design and operating effectiveness of our internal control over financial reporting.

In 2024, we identified material

weaknesses due to ineffective and information and communication controls, resulting in lack of timely identification and accounting for

certain key debt and other agreements.

Since fiscal year 2023, there have been misstatements that, individually and in the aggregate,

were material to the consolidated financial statements that were identified due to deficiencies related to technical accounting.

specifically, the review controls over the transactions that gave rise to these misstatements lacked sufficient precision and the Company

lacked a sufficient complement of personnel with an appropriate level of accounting knowledge, training and experience to appropriately

analyze, record and disclose accounting matters timely and accurately.

Due to the delays we experienced in securing funding during 2024

and 2025, we were not able to hire and train sufficient staff to remediate the previously identified material weaknesses in our internal

control over financial reporting.

As such, these material weaknesses were not remediated and continued to be present as of March 31,

have initiated, and continue to implement, measures intended to remediate the material weaknesses described above and to strengthen our

internal control over financial reporting.

These measures include:

hiring additional experienced accounting and SEC reporting personnel at the corporate and subsidiary levels and enhancing segregation

(ii) engaging an independent internal auditor and establishing an internal audit plan focused on revenue recognition, complex

financing arrangements, and acquisition accounting, with periodic reporting to the Audit Committee;

(iii) implementing formal contract-review

controls including documented technical accounting reviews for new or amended agreements;

(iv) standardizing and documenting our monthly

and quarterly close processes, including review and approval controls, checklists, and enhanced management review controls over significant

estimates and judgments;

and (v) deploying certain technology solutions, including a cloud-based planning and reporting system to reduce

manual processes and improve data integrity and transparency.

we believe these actions represent important steps toward remediation, the material weaknesses will not be considered remediated until

the applicable controls are designed, implemented, and operate effectively for a sufficient period of time and management has concluded,

through testing, that they are operating effectively.

We can provide no assurance that the measures described above will fully remediate

the identified material weaknesses.

We also may incur significant costs to execute various aspects of our remediation

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required

by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2025 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

for the material weakness remediation efforts described above, there were no other changes in our internal control over financial reporting

identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred

during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

20 unchanged sentences

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.

What changed 10-Q

Item 4. Controls and Procedures