Item 4. Controls and Procedures
Item 4. Controls and Procedures
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.
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PART II — OTHER INFORMATION
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