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Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures.
−Removed: Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
+Added: Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
As reported in our Annual Report on Form 10-K for the year ended December 31, 2025, Management identified the following material weaknesses:
Ineffective design and implementation over Information Technology General Controls (“ITGCs”)
−Removed: The Company does not have sufficient controls in place to ensure that all inventory is appropriately tracked and recorded on a timely basis, given the lack of an automated tracking system and the manual nature of its current processes and controls surrounding inventory
−Removed: The Company did not maintain adequate controls relating to documentation of the review and approval of reconciliations and other schedules prepared internally to be included or disclosed in the financial statements.
−Removed: Many of our reports and reconciliations are performed in Excel spreadsheets, and we did not adequately validate the segregation of duties between the preparer and the approver with a signature and time stamp
−Removed: Appropriate segregation of duties that would adequately restrict user access and ensure adequate review of transactions.
−Removed: Because we are a small company, many employees have multiple job responsibilities, and during the implementation in Q4, access was allowed for employees to access necessary tasks.
−Removed: As we move forward into 2025, we will assign access to ensure the proper segregation of duties.
−Removed: Additionally, we need to ensure the employees are adequately trained and able to resolve issues in a timely way.
−Removed: The Company needs to establish appropriate procedures for change Management to ensure changes to the system are formally approved, properly restricted to appropriate personnel, and adequately tested
−Removed: The Company did not maintain sufficient controls related to Beam Europe
−Removed: The Company did not complete a Sarbanes-Oxley (SOX) Section 404A assessment
+Added: Insufficient controls over inventory accounting, including controls to ensure inventory is accurately tracked, recorded and valued on a timely basis
+Added: Insufficient controls over the preparation, review and approval of account reconciliations and financial reporting schedules, including lack of appropriate documentation and evidence of review
+Added: Inadequate segregation of duties and user access controls, including limitations due to personal resources and overlapping responsibilities
+Added: Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam Europe
Changes in Internal Control Over Financial Reporting
−Removed: The Company is continuing to actively work to remediate the material weaknesses described above, including the need for additional remediation steps and implementing additional measures to remediate the underlying causes that give rise to the material weaknesses.
−Removed: During the three months ended September 30, 2025, the Company has taken various actions to strengthen our internal control over financial reporting, including:
−Removed: Continue to review access in NetSuite ERP to ensure the proper segregation of duties and additional training courses to ensure the employees are trained and able to resolve issues timely.
−Removed: Retained the support of an outside consulting firm to enhance Management’s remediation design and implementation efforts, including project management and advice regarding best practices for documentation, design and execution of ITGCs and related transactional-level business process controls.
−Removed: Managed processes related to ordering, counting, warehousing, valuing and transacting our inventory in NetSuite ERP.
−Removed: Increasing and monitoring the adequacy of staffing levels and expertise with the requisite technical knowledge and skills to support continued enhancement on the controls and procedures surrounding documentation of review and formalization of reconciliations, accounting policies and controls.
−Removed: Continue to manage a segregation of duties between the preparer and the approver of reconciliation and supporting schedules which included hiring additional staff.
−Removed: Except for the above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financials reporting.
+Added: The Company continues to evaluate and implement remediation measures intended to address the identified material weaknesses in internal control over financial reporting.
+Added: However, during the quarter ended March 31, 2026, there were no other changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financials reporting.
The material weaknesses will be considered remediated when management concludes that, through testing, the applicable remedial controls are designed, implemented and operating effectively.
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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.