What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-05-15 compared with 2025-11-14 · 62 added, 62 removed, 16 unchanged (89% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

have established disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports

have established disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports

that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the

8 unchanged sentences

the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated

the effectiveness of our disclosure controls and procedures as of September 30, 2025.

Based upon their evaluation, our Chief Executive

Officer and our Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective

because of the material weaknesses in our internal control over financial reporting described in Item 9A of Part II of our Annual Report

on Form 10-K for the year ended December 31, 2024, which have not yet been remediated as of September 30, 2025.

the effectiveness of our disclosure controls and procedures as of March 31, 2026.

Based upon their evaluation, our Chief Executive Officer

and our Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective because

of the material weaknesses in our internal control over financial reporting described in Item 9A of Part II of our Annual Report on Form

10-K for the year ended December 31, 2025, which have not yet been remediated as of March 31, 2026.

Weaknesses Remediation Plan and Status

previously described in Item 9A of our Annual Report on Form 10-K in a previous year, we began implementing a remediation plan to address

the material weaknesses identified in the prior year, and our management continues to be actively engaged in the remediation efforts.

previously disclosed, in 2020, we began a multi-year implementation of a new ERP system, which will replace our existing core financial

systems, and which was completed in 2023.

Management is required to apply its judgment in evaluating the cost-benefit relationship of

possible controls and procedures, based upon which, management focused its allocation of organizational resources to ensure the successful

implementation of the new ERP system during 2023, and is continuing to add additional processes for the design and implementation of

effective control activities.

Conversely, management noted limited efforts related to re-designing user access roles and permissions

in the legacy ERP system.

Based on these considerations, and subject to management’s ongoing assessment, we do not expect that

the previously reported material weaknesses related to ineffective user access controls will be considered remediated until our new ERP

system has been fully utilize to its potential and we have properly set controls in place.

Additionally, to remediate the identified

material weaknesses, we are continuing to take the following remediation actions:

implement enhancements

to company-wide risk assessment processes and to process and control documentation;

enhance the Company’s

review and sign-off procedures for IT implementations;

implement additional review

procedures designed to enhance the control owner’s execution of control activities, including entity level controls, through

the implementation of improved documentation standards evidencing execution of these controls, oversight, and training;

improve control activities

and procedures associated with certain accounting areas, including proper segregation of duties and assigning personnel with the

appropriate experience as preparers and reviewers over analyses relating to such accounting areas;

educate and train control

owners regarding internal control processes to mitigate identified risks and maintain adequate documentation to evidence the effective

design and operation of such processes;

and implement enhanced

controls to monitor the effectiveness of the underlying business process controls that are dependent on the data and financial reports

generated from the relevant information systems.

are also continuing to evaluate additional controls and procedures that may be required to remediate the identified material weaknesses.

We cannot provide assurances that the previously reported material weaknesses will be considered remediated until the applicable controls

operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025, management’s remediation

efforts are focused on strengthening the Company’s control environment, enhancing information technology general controls, formalizing

control activities, and implementing robust processes over the Company’s digital asset treasury operations.

the quarter ended March 31, 2026, management continued executing its remediation plan and made progress in several key areas.

With respect to information systems and access controls, the Company is actively implementing a new enterprise resource

planning (“ERP”) system to support its financial reporting, consolidation, and control environment.

The ERP implementation

is currently in progress, with a targeted go-live date of July 1, 2026.

As part of this implementation, management is designing enhanced

role-based access controls, segregation of duties, user provisioning and de-provisioning procedures, and formalized controls over system

changes and user access management.

In addition, management has implemented multi-factor authentication and periodic user access review

procedures over critical financial applications.

These efforts are intended to strengthen the Company’s information technology general

controls and address previously identified material weaknesses related to system access and technology controls.

To address the material weaknesses related to the Company’s digital asset treasury operations, management has

developed and placed into use an internal treasury reporting application designed to support digital asset custody tracking, wallet completeness

validation, transaction reconciliation, fair value measurement, and period-end financial reporting.

During the quarter, management performed

internal testing of the application’s completeness and accuracy, including reconciliation of wallet activity to blockchain records,

validation of wallet balances, testing of market pricing inputs, and verification of digital asset conversion methodologies used in determining

dollar fair values.

In addition, the Company’s information technology department completed a cybersecurity and access controls

assessment of the application and implemented additional security enhancements.

The Company has also engaged third-party specialists to

independently evaluate the design, implementation, and operating effectiveness of these controls.

This independent assessment remains

addition, management continues to strengthen the Company’s overall control environment and control activities through the formalization

of accounting policies and procedures, implementation of standardized account reconciliation processes, enhanced journal entry preparation

and review protocols, and improvements to the financial statement close process.

Management is also reducing reliance on manual and off-platform

processes through increased use of system-based reporting solutions and enhanced documentation standards.

Company is further enhancing its monitoring activities through periodic management reviews, internal control testing, and remediation

tracking procedures.

Control deficiencies identified through these monitoring activities are evaluated timely, communicated to responsible

parties, and tracked through completion.

Management continues to provide regular updates regarding remediation progress to senior leadership

and the Audit Committee.

management believes the actions described above are addressing the identified material weaknesses, the material weaknesses will not be

considered remediated until the applicable controls have been fully designed, implemented, and operated effectively for a sufficient

period of time.

in Internal Control Over Financial Reporting

In 2020 we began a multi-year implementation of

a new enterprise resource planning system that fully replaced our legacy financial systems in 2023.

The new system is designed to maintain

accurate financial records, improve the flow of financial information, strengthen data management, and provide timely information to management.

Since implementation, we have continued to refine processes and procedures, which may result in changes to our internal control over financial

We evaluate these changes each quarter to determine whether they materially affect internal control over financial reporting.

There were no changes in our internal control

over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Subsequent to quarter end, the Company established

a digital asset treasury and expects to begin holding crypto assets during the fourth quarter of 2025.

These activities require additional

controls over digital asset custody, valuation, and reporting.

Management is designing and implementing these controls as part of the

broader remediation plan.

While we continue to make progress in remediating

the previously identified material weakness, the addition of new control areas related to digital asset activities may extend the timeline

for full remediation.

We will provide updates as implementation progresses.

During the quarter ended March 31, 2026, management continued implementing changes to its internal control over financial

reporting related to the Company’s ERP modernization efforts and digital asset treasury control environment, including enhancements

to user access controls, digital asset valuation methodologies, wallet completeness validation, and treasury reporting processes.

changes are part of management’s remediation efforts;

however, the related controls have not operated for a sufficient period of

time to conclude that the identified material weaknesses have been remediated.

Except as described above, there were no changes to our internal control over financial reporting during the quarter

ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

OTHER INFORMATION

LEGAL PROCEEDINGS

a description of our material pending legal proceedings, see Note 7 of the Notes to Condensed Consolidated Financial Statements included

in Part I, Item 1 of this Quarterly Report on Form 10-Q.

a description of our material pending legal proceedings, see Note 5 of the Notes to Condensed Consolidated Financial Statements

included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December

31, 2025, filed with the SEC on March 31, 2026.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

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