What changed in this filing

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Item 4. Controls and Procedures

2025-12-31 compared with 2025-07-24 · 27 added, 14 removed, 6 unchanged (87% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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

June 30, 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 material weaknesses 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 June 30, 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 weaknesses in the Company’s internal control over financial reporting:

The Company did not maintain effective components of the COSO framework in the areas of control activities, information and communication process

and monitoring activities that contributed to the following material weaknesses:

The ineffective design of the management review control relating to the evaluation of the accounting for loan participations sold in accordance with generally accepted

accounting principles, including the assignment of personnel with appropriate levels of knowledge, experience and training.

The Company did not have controls in place to identify unusual or infrequent equity-related contracts entered into which could have a material impact on accounting and

financial reporting.

The Company did not maintain controls to consider subsequent appraisals for collateral dependent loans.

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.

In response to the identified material weaknesses, the Company’s management, with the oversight of the Audit Committee of

our Board of Directors, has begun to dedicate significant resources, including additional employee training, toward efforts to improve our internal control over financial reporting.

Management is actively engaged in the planning for, and

implementation of, remediation efforts to address the material weaknesses.

Implementation of additional control procedures, including redesigning and enhancing control activities related to preparation and review of existing and new loan participation

agreements, and any amendments thereto,

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, and

An enhancement of the controls over the allowance for credit losses at each quarter end to evaluate that all appraisals for collateral dependent loans that are received prior

to the date that the financial statements are issued have been evaluated by management and considered in the estimate of the allowance for credit losses.

Changes in Internal Control over Financial Reporting

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.

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 June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

1 unchanged sentence

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