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The Company maintains disclosure controls and procedures (“Disclosure Controls”) as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate to allow timely decisions regarding required disclosure.
−Removed: The Company conducted an evaluation (the “Evaluation”), under the supervision and with the participation of the CEO and CFO, of the effectiveness of the design and operation of our Disclosure Controls as of March 31, 2025 pursuant to the Rules 13a-5(b) and 15d-15(b) of the Exchange Act.
−Removed: In designing and evaluating the Disclosure Controls, management recognizes that any controls and procedures, no matter how well designed and operated,
−Removed: can provide only reasonable assurance of achieving the desired control objectives and management was required to apply judgement in evaluating its controls and procedures.
−Removed: Based on this Evaluation, due to the material weaknesses described below, the CEO and CFO concluded that the Company’s Disclosure Controls were not effective as of March 31, 2025 .
+Added: The Company conducted an evaluation (the “Evaluation”), under the supervision and with the participation of the CEO and CFO, of the effectiveness of the design and operation of our Disclosure Controls as of June 30, 2025 pursuant to the Rules 13a-5(b) and 15d-15(b) of the Exchange Act.
+Added: In designing and evaluating the Disclosure Controls, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management was required to apply judgement in evaluating its controls and procedures.
+Added: Based on this Evaluation, due to the material weakness described below, the CEO and CFO concluded that the Company’s Disclosure Controls were not effective as of June 30, 2025 .
Material Weaknesses
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A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The material weakness is a result of our processes and related controls not operating effectively related to the technical evaluation of accounting matters.
+Added: The material weakness is a result
+Added: of our processes and related controls not operating effectively related to the technical evaluation of accounting matters.
As previously reported, the Company identified certain prior year accounting errors.
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however, it could have resulted in a material misstatement to the annual or interim consolidated financial statements that would not have been prevented or detected on a timely basis.
−Removed: Due to the material weakness, we have concluded that our internal control over financial reporting was not effective as of March 31, 2025.
+Added: Due to the material weakness, we have concluded that our internal control over financial reporting was not effective as of June 30, 2025 .
Management’s Plan to Remediate the Previously Reported Material Weaknesses
−Removed: Management has implemented remediation steps to address the material weaknesses and to improve our internal controls.
+Added: Management has implemented remediation steps to address the material weakness and to improve our internal controls.
Specifically, in late 2023, the Company engaged consultants to assist with identifying and testing the design of controls over business processes.
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The Company believes significant progress was made in 2024 to enhance and strengthen its internal controls over the evaluation of technical accounting matters, including hiring additional qualified accounting personnel and enhancing controls related to assessment and documentation of technical accounting matters.
−Removed: However, these internal controls were not in all cases in place for a sufficient period of time to demonstrate operating effectiveness as of March 31, 2025.
−Removed: As a result, the Company’s management concluded that the material weakness related to the technical evaluation of accounting matters was not fully remediated as of March 31, 2025.
+Added: However, these internal controls were not in all cases in place for a sufficient period of time to demonstrate operating effectiveness as of June 30, 2025.
+Added: As a result, the Company’s management concluded that the material weakness related to the technical evaluation of accounting matters was not fully remediated as of June 30, 2025.
The Company will continue the engagement with outside consultants to review the revised control processes and procedures.
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Changes in Internal Controls Over Financial Reporting
−Removed: There were no changes in internal controls over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls system over financial reporting.
+Added: There were no changes in internal controls over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls system 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.