Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 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:
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Ineffective design and implementation over Information Technology General Controls (“ITGCs”)
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Insufficient controls over inventory accounting, including controls to ensure inventory is accurately tracked, recorded and valued on a timely basis
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Insufficient controls over the preparation, review and approval of account reconciliations and financial reporting schedules, including lack of appropriate documentation and evidence of review
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Inadequate segregation of duties and user access controls, including limitations due to personnel resources and overlapping responsibilities
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Insufficient controls over financial reporting processes and oversight related to our international operations, including Beam Europe
Changes in Internal Control Over Financial Reporting
The Company continues to evaluate and implement remediation measures intended to address the identified material weaknesses in internal control over financial reporting. However, during the quarter ended June 30, 2026 there were no changes in our internal control over financial reporting 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. As management continues to evaluate and improve disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.
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PART II. OTHER INFORMATION
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