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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 September 30, 2025.
−Removed: 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.
+Added: The Company’s management, with the participation of the Company’s Chief Executive Officer (its principal executive officer), who is also presently acting as the Company’s interim 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 March 31, 2026.
+Added: Based on that evaluation, the Company’s Chief Executive Officer has concluded that as of March 31, 2026, our disclosure controls and procedures were effective.
Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting.
3 unchanged sentences
We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
−Removed: Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
−Removed: As the Company continues to improve its accounting staff and processes, internal controls are at the forefront of our efforts to produce accurate and complete financial statements.
−Removed: The Company has provided standard operating procedures to ensure each process is both functioning and performed correctly.
−Removed: This allows for documented updates and improvements.
−Removed: The implementation of the month end close software also elevated our internal controls and documentation.
−Removed: 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 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.
−Removed: Outlined below are the significant deficiencies identified by management, along with the remedial actions planned.
−Removed: Significant Deficiency
−Removed: A significant deficiency or a combination of deficiencies in internal control over financial reporting is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.
−Removed: The presence of such a deficiency does not mean that a material misstatement has occurred, but it indicates the possibility of such an occurrence in the future.
−Removed: As the Company continues to update and integrate its accounting and project systems, we have identified deficiencies in our overall internal controls, specifically as identified below:
−Removed: • Inadequate controls related to revenue recognition and cost of revenue processes leading to the possibility of the misstatement of material transactions impacting financial statements.
−Removed: • Ineffectiveness of the Company’s information technology systems and controls concerning financial information.
−Removed: • 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, including continued progress in the third quarter of 2025:
−Removed: • Updating the information technology general controls ("ITGC") risk assessment to ensure reliability, integrity, security, and confidentiality of the Company’s infrastructure and data.
−Removed: • Examination of information technology systems to ascertain necessary updates to support the financial reporting process.
−Removed: • Implementing the compliance option in Floqast to identify and document key controls.
−Removed: 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.
−Removed: • 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.
−Removed: • 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.
−Removed: These positions complement and collaborate with the existing SEC Reporting Manager.
−Removed: 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.
−Removed: • 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.
−Removed: 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.
+Added: Under the supervision and with the participation of management, including the Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
+Added: As part of this evaluation, we noted that the Company continues to improve its accounting processes, and that management has implemented, and continues to implement, a series of measures designed to strengthen the Company's control environment, risk assessment processes, and control activities.
+Added: The Company updated its information technology general controls ("ITGC") risk assessment to better evaluate risks affecting the reliability, integrity, security, and confidentiality of the Company's information systems and underlying financial data, and our Chief Executive Officer evaluated our accounting processes as follows:.
+Added: First, the Company implemented the compliance model within Floqast to formalize identification, documentation, and monitoring of key internal controls.
+Added: Through this initiative, management developed a comprehensive key control matrix that documents key controls related to significant financial statement areas, including revenue recognition, cost of sales, equity transactions, and other material account balances and disclosures.
+Added: This framework enhances management's ability to evaluate internal control design, monitor operating effectiveness, and maintain clear documentation supporting financial reporting controls.
+Added: Second, to improve timeliness and consistency of financial reporting, the Company optimized its month-end close process by enhancing cross-departmental coordination, automating key reconciliation and reporting activities, and reducing reliance on manual processes.
+Added: These improvements have shortened the monthly close timeline and strengthened management review controls over financial results.
+Added: Third, the Company implemented a new accounting system, Microsoft Dynamics 365 Business Central ("Business Central"), to enhance the efficiency, accuracy, and integration of financial data across departments.
+Added: The implementation of this system supports improved segregation of duties, system-based controls, audit trail functionality, and more consistent application of accounting policies, further strengthening internal controls over financial reporting.
+Added: Management believes these remediation efforts have materially improved the design and execution of the Company's internal control framework.
+Added: The Company will continue to monitor the effectiveness of these controls and pursue additional enhancements as necessary to ensure a sustainable and effective control environment.
+Added: Based on the Company's continued improvements in its accounting processes described above, the Company's Chief Executive Officer, acting as the Company’s principal executive officer and principal financial officer, evaluated our internal controls and concluded that as of March 31, 2026, 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 March 31, 2026.
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 September 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 March 31, 2026 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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The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025.
−Removed: On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit.
+Added: On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit Court of Appeals.
Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter.
The Company replied to Ladenburg's response on August 29, 2025.
−Removed: The matter is now fully briefed for the appellate court.
−Removed: The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.
+Added: On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release.
+Added: Pursuant to the settlement agreement, the Company agreed to pay a total settlement amount of $950,000.
+Added: The settlement amount is expected to be funded from the restricted cash collateral securing the appeal bond.
+Added: Following payment of the settlement amount and satisfaction of related obligations, any remaining bond funds are expected to be returned to Centre Lane Partners.
+Added: The Company recorded the effect of the settlement in its consolidated financial statements for the three months ended March 31, 2026.
+Added: The settlement resulted in a reduction of litigation-related accruals and the recognition of a net gain of approximately $1.1 million reflected within legal fees in general and administrative expenses for the three months ended March 31, 2026.
Other Litigation
5 unchanged sentences
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.