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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), 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.
−Removed: 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.
+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 June 30, 2026.
+Added: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, 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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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, 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 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.
−Removed: 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:.
−Removed: First, the Company implemented the compliance model within Floqast to formalize identification, documentation, and monitoring of key internal controls.
+Added: 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").
+Added: As the Company continues to improve its accounting processes, 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.
+Added: The Company implemented the compliance model within Floqast to formalize identification, documentation, and monitoring of key internal controls.
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.
This framework enhances management's ability to evaluate internal control design, monitor operating effectiveness, and maintain clear documentation supporting financial reporting controls.
−Removed: 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: 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.
These improvements have shortened the monthly close timeline and strengthened management review controls over financial results.
−Removed: 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 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.
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.
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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.
−Removed: 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.
+Added: Based on the Company's continued improvements in its accounting processes described above, the Company's Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of June 30, 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 June 30, 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 March 31, 2026 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 June 30, 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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Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020.
−Removed: According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company.
−Removed: Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract.
−Removed: In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc.
−Removed: and Big Village Agency, LLC (together, the "Big Village Acquisition").
−Removed: Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee.
−Removed: The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition.
−Removed: On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg.
−Removed: On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment.
−Removed: This motion was denied on January 30, 2025.
−Removed: 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: According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company and that the Company entered into a transaction during the term of the Agreement on which Ladenburg was due a fee.
+Added: On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release, pursuant to which the Company agreed to pay a total settlement amount of $950,000.
+Added: The settlement amount was funded from the restricted cash collateral securing the appeal bond.
+Added: Following settlement, approximately $994,000 of the remaining restricted cash collateral was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loans with Centre Lane Partners, and the remaining restricted cash collateral was released and returned to Centre Lane Partners pursuant to the Twenty-Sixth Amendment to the Credit Agreement.
See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.
−Removed: 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 Court of Appeals.
−Removed: Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter.
−Removed: The Company replied to Ladenburg's response on August 29, 2025.
−Removed: On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release.
−Removed: Pursuant to the settlement agreement, the Company agreed to pay a total settlement amount of $950,000.
−Removed: The settlement amount is expected to be funded from the restricted cash collateral securing the appeal bond.
−Removed: Following payment of the settlement amount and satisfaction of related obligations, any remaining bond funds are expected to be returned to Centre Lane Partners.
−Removed: The Company recorded the effect of the settlement in its consolidated financial statements for the three months ended March 31, 2026.
−Removed: 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.
+Added: The Company recorded the effects of the settlement in its consolidated financial statements for the six months ended June 30, 2026, including a reduction of litigation-related accruals and the recognition of a net gain of approximately $1.1 million, which is reflected within legal fees in general and administrative expenses.
+Added: As of June 30, 2026, the matter has been fully resolved, and the parties have released all claims related to the litigation.
Other Litigation
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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.