What changed in this filing

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Item 4. Controls and Procedures

2025-05-06 compared with 2024-11-07 · 90 added, 96 removed, 4 unchanged (98% of the section changed)

Controls and Procedures

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.

Evaluation of Disclosure Controls and Procedures

We 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.

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.

Our 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.

Management’s Report on Internal Control Over

Financial Reporting

Management of our Company and

its consolidated subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting.

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.

Weaknesses in Internal Control over Financial Reporting

assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024, 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.

identified the following control deficiencies during the year ended December 31, 2023 that constituted material weaknesses:

design, implementation, and operation of controls over program change management, user access and vendor management to ensure:

technology (“IT”) program and data changes affecting the Company’s financial IT applications and underlying accounting

records, are identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT systems

were complete and accurate.

Automated process-level and manual controls that are dependent upon the information derived from such

financially relevant systems were also determined to be ineffective as a result of such deficiency;

restrictions that would adequately prevent users from gaining inappropriate access to the financially relevant systems;

third-party service provider Systems and Organizational Controls (“SOC”) reports were obtained and reviewed.

process controls across the entity’s financial reporting processes were not effectively designed and implemented to properly

address the risk of material misstatement from:

evidence to verify the completeness and accuracy of manually generated Information Produced by the Entity (“IPE”) and

system generated IPE;

evidence of formal review and approval procedures of key information utilized in the performance of the control.

is in the process of remediating these identified material weaknesses.

Plan to Remediate the Material Weaknesses

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

Because 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.

Material Weakness in Internal Control over Financial Reporting

Management assessed the effectiveness

of the Company’s internal control over financial reporting as of March 31, 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.

A 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.

As previously disclosed in our

Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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 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.

During 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.

While 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.

Management’s Plan to Remediate the Material

To 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 31, 2024:

an independent third-party consulting firm to conduct internal control walkthroughs and testing and to provide assistance with deficiency

risk assessments of our financial statement accounts in accordance with the COSO 2013 Framework;

risk and control matrices for critical internal control processes supporting internal control over financial reporting;

key process flowcharts, including documentation of key and compensating controls;

the design and operating effectiveness of our controls;

control gaps and weaknesses in the design and operating effectiveness of our controls;

a ticketing system for user provisioning, modifications, and termination;

information technology change management processes and retention of audit documentation;

policies and procedures related to system backups and monitoring, software development life cycle and cybersecurity;

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

our control deficiencies identified to date.

continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated,

such that these controls are designed, implemented, and operating effectively.

The other remediation actions planned include:

to formalize accounting and financial reporting policies and procedures including entity-level controls and segregation of duties

review and analysis;

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

documentation and evidence of review of controls;

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

remediation plan, once fully implemented and determined to be operating effectively, is expected to result in the remediation of the

identified material weaknesses in internal controls over financial reporting.

We are 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 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 September 30, 2024 that materially

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

II – OTHER INFORMATION

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

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

enhanced documentation and evidence of review of controls;

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

Management 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.

We are 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.

These 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

Changes in Internal Control over Financial Reporting

As 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 March 31, 2025 that materially affected our internal control over financial

reporting as of that date.

PART II – OTHER INFORMATION

LEGAL PROCEEDINGS

the ordinary course of our operations, we become involved in ordinary routine litigation incidental to the business.

Material proceedings

are described under Note 10, “Commitments and Contingencies” to the unaudited condensed consolidated financial statements

included in this Quarterly Report on Form 10-Q.

In the ordinary course of our

operations, we become involved in ordinary routine litigation incidental to the business.

Material proceedings are described under Note

9, “Commitments and Contingencies” to the unaudited condensed 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