What changed in this filing

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Item 4. Controls and Procedures

2025-11-14 compared with 2025-08-14 · 40 added, 38 removed, 54 unchanged (59% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

refers to controls and procedures that are 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 recorded, processed, summarized and reported within the time periods specified in

the Securities Exchange Commission’s (the “SEC”) rules and forms.

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 officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the

Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission on Internal Control (“COSO”), as of the end of the period covered by this Quarterly Report on

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure

controls and procedures were not effective as of June 30, 2025 to ensure that information required to be disclosed by the Company in

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in SEC rules and forms and such information is accumulated and communicated to management

term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), refers to controls and procedures that are 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 recorded, processed, summarized and reported

within the time periods specified in the Securities Exchange Commission’s (the “SEC”) rules and forms.

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 officer and principal financial officer, as appropriate to allow timely decisions regarding required

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures based on the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control (“COSO”), as of the end

of the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, our Chief Executive Officer and our Chief Financial

Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 to ensure that information

required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms and such information is accumulated and communicated to management

as appropriate to allow timely decisions regarding required disclosures.

1 unchanged sentence

reasonable possibility that a misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of June 30, 2025, we identified the following control deficiencies that we believe constituted individually, and in the aggregate,

material weaknesses in the design and operation components of our internal controls within the COSO framework:

As of September 30, 2025, we identified the following control deficiencies that we believe constituted individually, and in the

aggregate, material weaknesses in the design and operation components of our internal controls within the COSO framework:

We were unable to formalize and implement revised controls, policies and procedure documentation to evidence a system of internal controls,

4 unchanged sentences

functions due to limited personnel and resources.

Management’s Report on Internal Control Over Financial Reporting

Report on Internal Control Over Financial Reporting

control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief

Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, and includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles, and includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our

receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that

could have a material effect on the financial statements.

control over financial reporting may not prevent or detect all errors and all fraud.

26 unchanged sentences

over financial reporting.

Based on its evaluation, utilizing those criteria, management has determined that, as of June 30, 2025, because

of the material weaknesses described below, our internal control over financial reporting was not effective.

Based on its evaluation, utilizing those criteria, management has determined that, as of September 30, 2025,

because of the material weaknesses described below, our internal control over financial reporting was not effective.

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

reasonable possibility that a misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of June 30, 2025, we identified the following control deficiencies that we believe constituted individually, and in the aggregate,

material weaknesses in the design and operation components of our internal controls within the COSO framework:

As of September 30, 2025, we identified the following control deficiencies that we believe constituted individually, and in the

aggregate, material weaknesses in the design and operation components of our internal controls within the COSO framework:

deficiencies in our internal controls over financial reporting and disclosure controls and procedures are described above and our efforts

to remediate these deficiencies are described below.

Please also see “Risk Factors” in Item 1A-Risk of our Annual Report on Form 10-K for the period ended March

Please also see “Risk Factors” in Item 1A-Risk of our Annual Report

on Form 10-K for the period ended March 31, 2025.

in Internal Controls Over Financial Reporting

the quarter ended June 30, 2025, as a result of reviews and assessments of internal controls over financial reporting conducted by the

Company’s Chief Financial Officer, the Company identified material weaknesses in internal controls over financial reporting as further detailed above

and began remediation efforts which are detailed below, with such activities expected to result in further changes in internal control

over financial reporting as necessary to remediate the identified material weaknesses.

the six months ended September 30, 2025, as a result of reviews and assessments of internal controls over financial reporting conducted

by the Company’s Chief Financial Officer, the Company identified material weaknesses in internal controls over financial reporting

as further detailed above and began remediation efforts which are detailed below, with such activities expected to result in further

changes in internal control over financial reporting as necessary to remediate the identified material weaknesses.

efforts to address material weaknesses in internal controls over financial reporting

8 unchanged sentences

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