Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of June 30, 2026, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed by us in this report filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Internal Control over Financial Reporting Readiness
As of June 30, 2026, the last business day of the Company's most recently completed second fiscal quarter, the aggregate market value of the Company's common equity held by non-affiliates exceeded the $75 million threshold under Rule 12b-2 of the Exchange Act. As a result, the Company will be classified as an accelerated filer beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2026. In addition, the Company will cease to qualify as an emerging growth company effective with that same Annual Report. Management is responsible for establishing and maintaining adequate internal control over financial reporting and has designed its control framework based on the COSO internal control framework.
As a result of the foregoing, the Company will be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes‑Oxley Act beginning with its Annual Report on Form 10‑K for the fiscal year ending December 31, 2026. In preparation for this transition, management has commenced a formal internal control readiness program, which includes enhanced documentation of business processes, risk identification, and testing of key controls.
While these efforts are intended to improve the reliability of the Company’s financial reporting, the implementation and testing of internal controls is an ongoing process subject to refinement. Accordingly, management cannot assure that identified deficiencies, if any, will be remediated on a timely basis or that internal control over financial reporting will be effective when auditor attestation is required.
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Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We currently are, and from time to time might again become, involved in litigation. Litigation has the potential to cause us to incur unexpected losses, some of which might not be covered by insurance but can materially affect our financial condition and our ability to continue business operations.
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.