1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”).
+Added: The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”).
Our Chief Executive Officer, our Chief Financial Officer and other members of our senior management team supervised and participated in this evaluation.
1 unchanged sentence
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management
−Removed: necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective, due to the fact that we are not yet able to conclude that the material weaknesses described in this Item 4 have been remediated by the changes we made in response to these material weaknesses.
+Added: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective, due to the fact that we are not yet able to conclude that the material weaknesses described in this Item 4 have been remediated by the changes we made in response to these material weaknesses.
As previously disclosed in Item 9A of our Annual Report on Form 10-K for the period ended September 30, 2024, our management identified two material weaknesses as of such date.
−Removed: 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 Company's annual or interim financial statements will not be able to be prevented or detected in a timely basis.
+Added: 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 Company's annual or interim financial statements will not be able to be prevented or detected on a timely basis.
Material weakness 1 – Corporate credit cards
−Removed: In August 2024 during its fiscal 2024 third quarter review the Company identified certain control deficiencies related to its business expense reimbursement and selected purchases policy and application of a legacy credit card program for Company credit cards.
+Added: In August 2024 during its fiscal year 2024 third quarter review the Company identified certain control deficiencies related to its business expense reimbursement and selected purchases policy and application of a legacy credit card program for Company credit cards.
The control deficiencies arose out of a lack of adequate review and incomplete supporting documentation related to certain business expenses including those for reimbursement for Company credit card charges from a C level Company executive as well as an undocumented compensation agreement with regards to the use of credit card points which resulted in undisclosed compensation.
6 unchanged sentences
The COSO principles of Exercises oversight responsibility and develops control activities were not properly followed in our internal controls.
−Removed: Although we have implemented changes to our internal controls over financial reporting as described herein, as of December 31, 2024 we cannot conclude that the material weaknesses has been remediated.
+Added: Although we have implemented changes to our internal controls over financial reporting as described herein, as of March 31, 2025 we cannot conclude that the material weaknesses has been remediated.
Material weakness 2 – Income taxes
3 unchanged sentences
We believe the material weakness occurred due to a lack of competency of the third-party provider and management needs to perform a more comprehensive review with the third-party preparer.
−Removed: Although we have implemented changes to our internal controls over financial reporting as described herein, as of December 31, 2024 we cannot conclude that the material weaknesses has been remediated.
+Added: Although we have implemented changes to our internal controls over financial reporting as described herein, as of March 31, 2025 we cannot conclude that the material weaknesses has been remediated.
Remediation of Material Weaknesses
We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that the material weaknesses are remediated as soon as possible.
−Removed: We believe we have made progress towards
−Removed: remediation and continue to implement our remediation plan for the material weakness, which includes the following steps.
+Added: We believe we have made progress towards remediation and continue to implement our remediation plan for the material weakness, which includes the following steps.
Material weakness 1 – Corporate credit cards
13 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: During the three months ended December 31, 2024, with the exception of the changes described above within this Item 4 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the six months ended March 31, 2025, with the exception of the changes described above within this Item 4 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
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.