Item 4. Controls and Procedures
Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the CEO and CFO concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting.
As previously disclosed, management identified a material weakness in our internal control over financial reporting as of December 31, 2024. The material weakness related to user access and segregation of duties within certain information technology systems that support the Company’s financial reporting process.
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Since that time, the Company has implemented a series of remediation actions to strengthen our control environment. These actions include enhancements to system access controls, improved segregation of duties, and expanded monitoring and review procedures. Management believes these actions have substantially addressed the conditions that gave rise to the 2024 issue and have reduced the associated risk of material misstatement.
We are currently in the process of testing the operating effectiveness of the enhanced controls as part of our ongoing internal control assessment activities. Management expects to complete its evaluation as part of the 2025 annual assessment. The Audit Committee and management will continue to monitor the progress and effectiveness of these efforts to ensure the continued improvement of the Company’s overall control environment. A material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and Management concludes, through testing, that these controls are operating effectively.
Notwithstanding the previously identified material weakness, management believes that the Company’s consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial position and results of operations for the period ended September 30, 2025.
CHANGES IN INTERNAL CONTROLS
During the period covered by this report, the Company continued to implement remediation activities related to the material weakness in internal control over financial reporting previously identified as of December 31, 2024. These activities included enhancements to user access controls, segregation of duties, and related monitoring procedures. Other than these ongoing remediation efforts, 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. The Company’s internal control framework continues to be based on the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework (2013).
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2025, we were not a party to any material pending legal proceedings.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.