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The purpose of disclosure controls is to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, 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 disclosures.
−Removed: The Company’s management, with the participation of the Company’s Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer), have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025.
−Removed: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.
+Added: The Company’s management, with the participation of the Company’s Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer), have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025.
+Added: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025, our disclosure controls and procedures were effective.
Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting.
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Management does recognize that without updated systems, the manual processes will allow for possible material weaknesses in the future.
−Removed: Notwithstanding the significant deficiencies described below, based on the Company's continued improvements in its accounting staff and processes described above, the Company's Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of June 30, 2025, they were effective, and that our consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial condition and results of operations as of and for the quarter ended June 30, 2025.
+Added: Notwithstanding the significant deficiencies described below, based on the Company's continued improvements in its accounting staff and processes described above, the Company's Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of September 30, 2025, they were effective, and that our consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial condition and results of operations as of and for the quarter ended September 30, 2025.
Outlined below are the significant deficiencies identified by management, along with the remedial actions planned.
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• Inadequate controls related to share cancellation processes leading to the possibility of misstatement of transactions impacting financial statements.
−Removed: To address these weaknesses, the Company has initiated a remediation plan comprising the following measures:
+Added: To address these weaknesses, the Company has initiated a remediation plan comprising the following measures, including continued progress in the third quarter of 2025:
• Updating the information technology general controls ("ITGC") risk assessment to ensure reliability, integrity, security, and confidentiality of the Company’s infrastructure and data.
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This will create a key control matrix to establish and document controls related to revenue recognition, cost of sales, equity, and other processes to enhance internal controls over financial reporting.
+Added: • Shortening the monthly close timeline through process optimization, enhanced coordination across departments, and automation of key reconciliation and reporting activities to accelerate the availability of accurate financial information.
• In the year ended December 31, 2024, the accounting and finance department improved with the hiring of an experienced operational Controller and Accounting Manager as well as the VP of Finance.
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We believe this will strengthen our department as we work towards strong internal controls and provide guidance beyond the finance functions for those we rely on to provide information to support our financial reporting process.
+Added: • In the quarter ended September 30, 2025, we began the implementation of a new accounting infrastructure software Business Central to improve the efficiency, accuracy, and integration of financial data across departments, further supporting the Company’s financial reporting and internal control objectives.
We will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary.
Changes in Internal Control over Financial Reporting
−Removed: Other than the matters set forth above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the matters set forth above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTH ER INFORMATION
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This motion was denied on January 30, 2025.
+Added: Also on December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of the judgment.
+Added: See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.
+Added: The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025.
On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit.
−Removed: Ladenburg filed a response on July 9, 2025.
−Removed: The Company has until August 29, 2025 to reply to the response.
−Removed: Upon our response, the matter will be fully briefed for the appellate court.
+Added: Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter.
+Added: The Company replied to Ladenburg's response on August 29, 2025.
+Added: The matter is now fully briefed for the appellate court.
The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.
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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.