What changed in this filing

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Item 4. Controls and Procedures

2025-07-24 compared with 2024-11-13 · 15 added, 58 removed, 5 unchanged (94% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in the reports that we file or submit under

the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), as appropriate to allow timely decisions regarding required disclosures, and is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances.

Under the supervision and with the participation of our PEO and PFO, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2024.

Based on their evaluation as of September 30, 2024, the PEO and PFO have concluded that our disclosure controls and procedures were not

effective at the reasonable assurance level because of the material weaknesses in our internal control over financial reporting described below.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a

material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not maintain a sufficient complement of personnel with appropriate levels of knowledge, experience, and training in internal control matters to perform assigned

responsibilities and have appropriate accountability for the design and operation of internal control over financial reporting.

The lack of sufficient appropriately skilled and trained personnel contributed to the Company’s failure to:

and implement certain internal controls;

and (ii) consistently operate its internal controls.

This matter was considered to be a material weakness in the Company’s control environment.

The control environment material weaknesses contributed to other material weaknesses within the Company’s system of internal control over financial reporting in the following COSO

Framework components such that the Company did not design and implement effective controls, including the following:

Risk assessment – The Company did not appropriately identify and analyze risks to achieve its control objectives.

This ineffective risk assessment process limited the Company’s ability to identify and remediate

the weaknesses in the control activities, as described below.

Control activities – The Company did not design and implement effective controls over the consolidation, financial statement reporting, and the monthly close processes, including the lack of effectively designed

and implemented controls related to the preparation and review of account reconciliations with appropriate supporting documentation.

Specifically, several general ledger account reconciliations were discovered to have unidentified or stale

reconciling items.

Monitoring activities – The Company’s ongoing evaluation of internal controls failed to detect the issues described above, and as a result limited management’s ability to correct and remediate the internal control

issues in a timely manner.

Remediation Plan

In response to the material weaknesses that were identified, the Company has hired additional senior personnel with relevant experience and training in finance and accounting that

will be able to assist the Company with appropriately assessing the risks of the Company and designing, implementing, and monitoring a system of internal control over financial reporting to address those risks.

Related to the control over account

reconciliations, the Company engaged a third-party firm to assist with reviewing general ledger account reconciliations to identify the population of account balance differences that were in need of correction.

Such corrections were made to the

consolidated financial statements as of December 31, 2023.

Going forward, the Company’s controls over general ledger account reconciliations will be strengthened to require the use of a reconciliation checklist, with a formal signoff by the

preparer and reviewer on each reconciliation, as well as by a separate member of management as evidence that every account reconciliation was reviewed each month.

In addition, the Company will also request that its internal audit firm perform

additional testing on the enhanced controls over general ledger account reconciliation during its audits.

Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weaknesses.

Additional time is required to complete the design

and test the operating effectiveness of the applicable controls to demonstrate the effectiveness of the remediation efforts.

The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of March 31, 2025 was

carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management.

Based on the evaluation, management identified a material

weakness related to the Company’s internal control over financial reporting and, as a result, concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2025.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a

material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis.

Management identified the following material weakness in the Company’s internal control over financial reporting:

The Company did not have controls in place to identify unusual or infrequent equity-related con tracts

entered into which could have a material impact on accounting and financial reporting.

Remediation Plans

Subsequent to the period covered by this Quarterly Report on Form 10-Q for the three months ended March 31, 2025, management has been developing and implementing a

remediation plan to address the material weakness, to include, thorough discussion and review of all new unusual or infrequent equity-related contracts each quarter with documentation of accounting treatment and disclosure with respect to such

transactions that could have a potential impact on the Company’s financial statements.

Changes in Internal Control over Financial Reporting

Except for the remediation activities discussed above, there were no other changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above.

Management does not expect, however, that our

disclosure controls and procedures will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its

objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months

ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the 2023 Annual Report on Form 10-K and Part II, Item 1A "Risk Factors" in the Quarterly

Report on Form 10-Q for the period ended March 31, 2024.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not Applicable

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.

What changed 10-Q

Item 4. Controls and Procedures