What changed in this filing

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Item 4. Controls and Procedures

2026-08-14 compared with 2026-05-26 · 11 added, 76 removed, 2 unchanged (98% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act).

Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company

in the reports that it files or submits 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 by a company in the reports that it files or submits under the Exchange

Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate

to allow timely decisions regarding required disclosure.

on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were

not effective as of the end of the period covered by this Quarterly Report in providing reasonable assurance of achieving the desired

control objectives.

This was due to deficiencies that existed in the design and operation of our internal controls over financial reporting,

involving internal controls and procedures, that were considered to be material weaknesses, as described below.

Management ’ s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under

the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors (the “Board”),

management and other personnel, 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, and includes those policies

and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets

provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”), and that our receipts and expenditures are being

made only in accordance with authorization of our management and directors;

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material

effect on the financial statements.

control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human

diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial

reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

have conducted an assessment of the effectiveness of our internal control over financial reporting as of the end of the period covered

by this Quarterly Report, based on the framework established in Internal Control — Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (the COSO Framework).

This assessment included an evaluation of the design of

our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on that evaluation,

as a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was

not effective as of the end of the period covered by this Quarterly Report.

material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects

our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S.

GAAP such that

there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential

will not be prevented or detected.

In the course of making our assessment of the effectiveness of internal controls over financial reporting,

we identified material weaknesses in our internal control over financial reporting.

Specifically, we do not have sufficiently documented

procedures or control activities in place to support a reliable financial reporting process.

This includes an absence of controls over

the review and approval of journal entries, segregation of duties, reconciliations, and other fundamental accounting processes.

on our assessment under the criteria described above, we have concluded that our internal control over financial reporting was not effective

as of the end of the period covered by this Quarterly Report.

in Internal Control Over Financial Reporting

has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter

ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial

The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting,

and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with

its business.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our principal executive officers and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026.

Based on that evaluation, our principal executive officers and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective, due to material weaknesses in internal control over financial reporting relating to the lack of sufficient qualified accounting personnel, the absence of controls over the review and approval of journal entries, account reconciliations and other fundamental accounting processes, the absence of a formal risk assessment and segregation of duties, and controls over the accounting for complex transactions, including digital assets, convertible instruments and business combinations.

These are the same material weaknesses previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

The evaluation was carried out by Dr.

Vin Menon and Sungjoon Chae, our Co-Chief Executive Officers and principal executive officers, together with our principal financial officer.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter we appointed a Co-Chief Executive Officer, incorporated a new wholly owned subsidiary and entered into the Settlement Agreement.

Management evaluated each of these and concluded that none changed the design or operation of our internal control over financial reporting:

the new subsidiary had no operations, assets or liabilities as of June 30, 2026 and is subject to the same controls as our other subsidiaries, the Settlement Agreement was accounted for as an intercompany arrangement that eliminates in consolidation, and the appointment did not alter the assignment of financial reporting responsibilities, which remain with our principal financial officer.

PART II — OTHER INFORMATION

Legal Proceedings.

We are not currently subject to any legal proceedings.

However, we may from time to time become a party to various legal proceedings arising in the ordinary course of our business.

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