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Our management, with the participation and under the supervision of our Chief Executive Officer and our Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q.
−Removed: Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of September 30, 2025, as a result of the previously disclosed material weakness discussed below, our disclosure controls and procedures were not effective.
+Added: Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 31, 2026, as a result of the previously disclosed material weakness discussed below, our disclosure controls and procedures were not effective.
In light of this fact, our management, including our Chief Executive Officer and Interim Chief Financial Officer, have performed additional analyses, reconciliations, and other post-closing procedures in order to conclude that, notwithstanding such material weakness, the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP as of the dates and for the periods presented in this Form 10-Q.
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Previously identified material weakness.
−Removed: In 2021, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Sarbanes-Oxley Act of 2002.
−Removed: This material weakness related to a lack of qualified accounting and financial reporting personnel with an appropriate level of experience and inadequate procedures for the accounting close process including obtaining information supporting significant accounting estimates and judgments affecting the financial statements on a timely basis.
−Removed: Through the years ended December 31, 2022 and 2023, we continued to implement remediation initiatives in response to the previously identified material weakness, including, but not limited to, hiring additional experienced accounting and financial reporting personnel and modifying a new Enterprise Resource Planning (ERP) System which assisted in the automation of processes, including standardizing workflows, enhancing segregation of duties, and ensuring compliance with policies.
−Removed: As a result of the significant turnover of key finance personnel at the end of 2023 and limited handover to the new finance team, we concluded there was a gap in the implementation of the above remediation initiatives.
In 2024, the Company identified material weaknesses in its internal controls over financial reporting related to:
−Removed: (1) ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all
−Removed: interim periods of 2024 and (2) failure to remediate previously reported material weakness over ineffective design and operation of user access controls.
+Added: (1) ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all interim periods of 2024.
+Added: As of March 31, 2026, the material weakness had not yet been remediated.
Remediation Plan.
The company continues to implement remediation actions, including:
−Removed: (1) establishing a formal Significant and Complex Transaction review process that will identify transactions that should be reviewed by third party experts to ensure proper treatment and (2) enhancing user access controls and proper segregation of duties for all critical accounting systems, supported by formal policies and training for all Information Technology personnel.
−Removed: This will be fully implemented by the end of 2025.
+Added: (1) establishing a formal Significant and Complex Transaction review process that will identify transactions that should be reviewed by third party experts to ensure proper treatment.
+Added: Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the effectiveness of the controls, no assurance can be given as to the timing for completion of remediation.
+Added: The material weaknesses will be fully remediated when the Company concludes that the controls have been operating for sufficient time and independently validated by management.
Changes in internal control over financial reporting.
−Removed: During the fiscal quarter ended September 30, 2025, except as described above in "Remediation Plan" there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the fiscal quarter ended March 31, 2026, except as described above in "Remediation Plan" there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control.
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Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives.
−Removed: In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
+Added: In addition, the design of disclosure controls
+Added: and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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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.