What changed in this filing

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Item 4. Controls and Procedures

2026-08-14 compared with 2026-05-15 · 58 added, 50 removed, 28 unchanged (79% 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 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

SEC’s rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial

Officer, as appropriate, to allow for timely decisions regarding disclosure.

In designing and evaluating the disclosure controls and

procedures, 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 is required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable

assurance of achieving their control objectives.

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 SEC’s rules and forms, and is accumulated and communicated to

management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding

In designing and evaluating the disclosure controls and procedures, 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

is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Accordingly, even

effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

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 March 31, 2026.

the effectiveness of our disclosure controls and procedures as of June 30, 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

and our Chief Financial Officer concluded that, as of June 30, 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.

10-K for the year ended December 31, 2025, which have not yet been remediated as of June 30, 2026.

Weaknesses Remediation Plan and Status

2 unchanged sentences

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

the quarter ended June 30, 2026, management continued executing its remediation plan and made further progress.

Management has

substantially completed the design and implementation of certain remediation measures related to digital asset treasury operations

and to core control activities — including standardized account reconciliations, journal entry review, and reduced reliance on

manual spreadsheets.

Testing of the operating effectiveness of these measures continues.

Remediation efforts related to information

technology general controls, the broader control environment, and monitoring activities remain in progress and are targeted for

substantial completion in the third quarter of 2026.

During the quarter, management designed and prepared to implement a new enterprise resource planning (“ERP”)

system to replace legacy reporting infrastructure, which went live on July 1, 2026, subsequent to the balance sheet date.

The condensed

consolidated financial statements as of and for the three and six months ended June 30, 2026 were prepared using the Company’s legacy

systems and processes;

no transactions or balances reflected in these financial statements were processed through the new ERP system.

In connection with the go-live, management designed enhanced role-based access controls, segregation of duties, user provisioning and

de-provisioning procedures, formalized controls over system changes and user access management, multi-factor authentication, and periodic

user access review procedures over critical financial applications.

These controls began operating on and after July 1, 2026, and management

expects them to strengthen the Company’s information technology general controls and address previously identified material weaknesses

related to system access and technology controls.

Because these controls have only recently gone into operation, management has not yet

evaluated their operating effectiveness and does not expect to be able to do so until they have operated for a sufficient period of time,

which is expected to occur in a future reporting period.

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 U.S.

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

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 in process.

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

13 unchanged sentences

in Internal Control Over Financial Reporting

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

During the quarter ended June 30, 2026, management designed changes to internal control over financial reporting

in connection with the planned go-live of its new ERP system and the Company’s 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

ERP system itself went live on July 1, 2026, subsequent to the quarter covered by this report, and the related control changes accordingly

began operating in the third quarter of 2026.

Except for the design and preparatory work described above, there were no changes to our

internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

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

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.

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