What changed in this filing

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Item 4. Controls and Procedures

2025-11-17 compared with 2025-08-05 · 49 added, 72 removed, 12 unchanged (91% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as that 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 reports under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding

required disclosures.

In designing disclosure controls and procedures, our management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and

procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions.

Any controls and procedures, no matter how well

designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the

design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based upon that evaluation

and subject to the foregoing, our chief executive officer and chief financial officer concluded that, our disclosure controls and procedures

were not effective due to the material weaknesses in internal control over financial reporting described below.

Report on Internal Control Over Financial Reporting

of our Company and its consolidated subsidiaries is responsible for establishing and maintaining adequate internal control over financial

The Company’s internal control over financial reporting is a process designed under the supervision of its chief executive

and chief financial officers and effected by the Company’s Board of Directors, management, and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external

reporting purposes in accordance with U.S.

generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In addition, 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.

Weakness in Internal Control over Financial Reporting

assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025, based on the framework

established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”)

of the Treadway Commission.

Based on this assessment, management has determined that the Company’s internal control over financial

reporting was not effective.

material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),

is a deficiency, or a combination of deficiencies, in internal control 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.

maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to

be disclosed in our 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 that such information is accumulated and communicated to our management,

including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing disclosure controls and procedures, our management is required to apply its judgment in evaluating the cost-benefit relationship

of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Any controls and procedures, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance of achieving the desired control objectives.

management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025.

Based upon that evaluation and subject to the

foregoing, our chief executive officer and chief financial officer concluded that, our disclosure controls and procedures were not effective

as of such date due to the material weaknesses in internal control over financial reporting described below.

Weaknesses in Internal Control over Financial Reporting

previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we identified material weaknesses

1 unchanged sentence

(i) our information technology general controls (“ITGCs”), particularly

in the areas of user access and change management within our information systems and review of key third-party service provider Systems

and Organizational Controls (“SOC”) reports and (ii) business process controls related to Information Produced by the Entity

(“IPE”) and system generated IPE and insufficient evidence of formal review and approval procedures of key information utilized

in the performance of the control.

the year ended December 31, 2024, management implemented remediation measures to address these material weaknesses, including enhancements

to our ITGC controls, additional monitoring procedures, enhancements to our IPE and evidence of formal review and approval procedures,

and further training.

we believe these enhancements have strengthened our internal controls and addressed the root cause of the material weaknesses, the effectiveness

of these newly implemented controls has not been tested to conclude that the material weaknesses have been remediated.

Plan to Remediate the Material Weakness

remediate the identified material weaknesses, our management, together with our third-party consulting firm, and with oversight from

our audit committee, implemented a remediation plan.

The Company has taken the following remediation steps during the year ended December

accounting and financial reporting policies and procedures including entity-level controls and segregation of duties review and analysis;

and maintained evidence of the completeness and accuracy of manually generated IPE and system generated IPE;

documentation and evidence of review of controls;

user access and change management reviews as well as SOC report reviews for in-scope third-party systems.

continues to execute these measures consistently to ensure that control deficiencies contributing to the material weaknesses are remediated,

such that these controls are operating effectively over a sufficient period.

The remediation, once determined to be fully operating effectively,

is expected to result in the remediation of the identified material weaknesses in internal controls over financial reporting.

committed to maintaining a strong internal control environment and believe that these remediation efforts will represent significant

improvements in our control environment.

Our management will continue to monitor and evaluate the relevance of our risk-based approach

and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking

further action and implementing additional enhancements or improvements, as necessary.

material weaknesses did not result in a misstatement of the Company’s financial statements;

however, they could have resulted in

misstatements of interim or annual consolidated financial statements and disclosures that would result in a material misstatement that

would not be prevented or detected.

in the areas of user access, change management and computer operations within certain of our information systems and review of key third-party

service provider Systems and Organizational Controls (“SOC”) reports and (ii) business process controls related to Information

Produced by the Entity (“IPE”) and system generated IPE and insufficient evidence of formal review and approval procedures

of key information utilized in the performance of the control.

These material weaknesses did not result in a misstatement of the Company’s

financial statements.

during the three months ended September 30, 2025, the Company identified a material weakness related to the lack of effectively designed

controls related to the recording of net revenue as agent in certain arrangements with the Company’s third-party pharmacy providers.

Management has concluded the material weakness existed as of December 31, 2024 and in the subsequent interim periods in 2025.

weakness resulted in immaterial misstatements of revenue, deferred revenue, accounts receivable and accrued expenses in the 2023 annual

and the Q3 and Q4 interim financial statements, the 2024 annual and interim financial statements, and the Q1 and Q2 2025 interim financial

statements that resulted in the revision of the previously issued annual and interim financial statements.

Additionally,

these material weaknesses could result in the misstatement of the interim or annual consolidated financial statements that would result

in a material misstatement to the financial statements that would not be prevented or detected.

Plan to Remediate the Material Weaknesses

remediate the identified material weaknesses, our management, with oversight from our audit committee, implemented a remediation plan.

The Company has taken the following steps to further our remediation:

and maintained evidence of the completeness and accuracy of manually generated IPE and system generated IPE and review of controls,

including focused training for process owners;

user access, change management and computer operations controls of our internal information systems as well as SOC report reviews

for in-scope third-party systems;

focused ITGC training for key system owners;

the frequency of user access reviews of our internal information systems;

system reporting over revenue to increase completeness and accuracy over information used in the calculation of revenue, deferred revenue,

accounts receivable and accrued expenses for customers of a specific contract;

and implementing a reconciliation process over such contract reporting to ensure completeness and accuracy of information.

continue to evaluate and refine the design of certain key controls in the areas of user access, change management and computer operations.

We may take additional measures to address control deficiencies, or we may modify certain of the remediation efforts described above.

in Internal Control over Financial Reporting

discussed above, we are implementing certain measures to remediate the material weaknesses identified in the design and operation of

our internal control over financial reporting.

Other than those measures, there have been no changes in our internal control over financial

reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2025 that materially

affected our internal control over financial reporting as of that date.

As it specifically relates to (v) and (vi) above, there have been changes in our internal control over financial reporting (as

defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

II – OTHER INFORMATION

5 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