What changed in this filing

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Item 4. Controls and Procedures

2026-05-06 compared with 2025-11-17 · 66 added, 31 removed, 30 unchanged (76% of the section changed)

6 unchanged sentences

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

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures

were not effective as of March 31, 2026 due to the material weaknesses in our internal control over financial reporting described below.

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.

4 unchanged sentences

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, 2025, we identified material weaknesses

in our internal control over financial reporting related to:

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

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.

in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control

over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim

financial statements will not be detected or prevented on a timely basis.

identified material weaknesses in our internal control over financial reporting as we did not:

and maintain effective controls related to the recording of net revenue as agent in certain arrangements with the Company’s

third-party pharmacy providers.

This material 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 immaterial misstatements in

the 2024 annual and interim financial statements, and the Q1 and Q2 2025 interim financial statements resulted in the revision of

the previously issued annual and interim consolidated financial statements.

and maintain effective controls to verify the appropriateness of segregation of duties, including assessment of incompatible duties,

identification of instances where incompatible duties were assigned to individuals, and addressing conflicts on a timely basis.

material weakness did not result in a misstatement to our interim or annual consolidated financial statements.

and maintain effective business process controls related to Information Produced by the Entity (“IPE”) and system generated

Specifically, we did not design effective controls to review and approve procedures over key information utilized in the performance

of the control.

This material weakness did not result in a misstatement to our interim or annual consolidated financial statements.

and maintain effective controls over information technology (“IT”) general controls for information systems that are

relevant to the preparation of our consolidated financial statements and the effectiveness of IT-dependent controls.

Specifically,

we did not design and maintain:

(a) user access controls to ensure appropriate segregation of duties and to adequately restrict user

and privileged access to appropriate personnel;

(b) program change management controls to ensure that program and data changes are

identified, tested, authorized and implemented appropriately;

of data, and data backups and recovery are monitored;

(d) program development controls to ensure that new software development is

tested, authorized and implemented appropriately, and (e) review of key third-party service provider Systems and Organizational Controls

(“SOC”) reports.

These material weaknesses did not result in a misstatement to our interim or annual consolidated financial

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.

in a material misstatement to the interim or annual consolidated 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:

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

has taken the following steps to further our remediation:

taken to date:

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

4 unchanged sentences

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,

still to be taken:

system reporting over revenue to ensure completeness and accuracy of 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.

and implementing a reconciliation process over the recording of net revenue as agent in certain arrangements with the Company’s

third-party pharmacy providers to ensure completeness and accuracy of information;

focused user access deprovisioning training for key system owners particularly for external contractor deprovisioning;

policies, procedures and controls related to program development to ensure new software programs are tested, authorized and implemented

appropriately, including focused training for key system owners;

and implementing controls over segregation of duties, including:

(a) modifying and validating the journal entry approval process

within the general ledger system;

(b) reassigning preparation and review responsibilities over certain account reconciliations and

financial statement variance analyses to ensure appropriate segregation of duties;

and closing of accounting periods to ensure there are independent reviews and approvals in place;

(d) implementing independent review

controls over vendor master data, and (e) implementing review controls over chart of account modifications.

material weaknesses will not be remediated until all of the related control activities have been fully designed, implemented and operating

effectively for a sufficient period of time.

Company has invested significantly in our IT environment, enhanced key ITGCs, improved documentation and review of IPE, strengthened

oversight of third-party service providers, and implemented additional monitoring activities across several control areas.

believes these efforts will support the continued execution of the remediation plan in 2026.

in Internal Control over Financial Reporting

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.

have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

II – OTHER INFORMATION

2 unchanged sentences

Material proceedings

are described under Note 11, “Commitments and Contingencies” to the unaudited condensed consolidated financial statements

included in this Quarterly Report on Form 10-Q.

are described under Note 12, “Commitments and Contingencies” to the unaudited consolidated financial statements included

in 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