8 unchanged sentences
Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.
−Removed: As of October 31, 2024, we evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
+Added: As of April 30, 2025, we evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring 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 the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Remediation of Material Weakness in Internal Control Over Financial Reporting
+Added: 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 prevented or detected on a timely basis.
+Added: As disclosed in our annual report on Form 10-K for the fiscal year ended January 31, 2025, our management identified material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties between the IT and accounting functions, (2) not maintaining adequate support for authorization and approval of certain transactions recorded in the Company’s IT systems, including those obtained through electronic data interface, and (3) inadequate documentation of review procedures, including those associated with level of precision, investigating and resolving outliers, and evaluating the completeness and accuracy of information produced by the entity, including those obtained from certain service organizations which require that complementary user entity controls are suitably designed and operating effectively.
+Added: None of the identified material weaknesses resulted in a material misstatement to our annual or interim consolidated financial statements for the year ended January 31, 2025.
+Added: However, because the underlying deficiencies could have resulted in a material misstatement, management determined that each constitutes a material weakness.
+Added: We are committed to establishing and maintaining effective internal control over financial reporting and promptly remediating the identified material weaknesses.
+Added: Management continues to work to strengthen supporting procedures and documentation to ensure a strong control environment.
+Added: To address the identified material weaknesses, remediation actions are in the process of being implemented during the fiscal year ending January 31, 2026, including the following:
+Added: • review and enhancement of the structure of our organization, including our finance and information technology functions, to clarify roles and responsibilities and ensure appropriate segregation of duties;
+Added: • enhance the documentary support for authorization and approval of transactions recorded in the Company’s IT systems, including those obtained through electronic data interface;
+Added: • continued evaluation of existing personnel and their roles and responsibilities, with appropriate realignments and supplemental internal and external personnel and resources focused on ensuring compliance with our policies and procedures and reliable evidence and documentation of the same.
+Added: Management believes the actions described above will strengthen our internal control over financial reporting and will be sufficient to remediate the identified material weaknesses as soon as January 31, 2026.
+Added: However, there can be no guarantee that such remediation efforts will be sufficient by the end of the current fiscal year or at all.
+Added: Management will continue to monitor the effectiveness of the Company’s procedures and internal control over financial reporting and intends to make further changes as may be necessary or appropriate to reasonably ensure their effectiveness.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15, that occurred during our last quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except as described above, there were no changes in our internal control over financial reporting, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
3 unchanged sentences
Risk Factors.
−Removed: There have been no material changes to the risk factors previously reported in our 2024 Form 10-K.
−Removed: See the risk factors set forth in our 2024 Annual Report on Form 10-K under the caption "Item 1A - Risk Factors."
+Added: There have been no material changes to the risk factors described in Part I, Item 1A of our Form 10-K for the fiscal year ended January 31, 2025.
Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The Company's Acquisition Note with M&T Bank restricts the issuance of cash dividends.
+Added: The terms of the Company's Acquisition Note with M&T Bank restricts the issuance of cash dividends.
Defaults upon Senior Securities.
2 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.