What changed in this filing

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Item 4. Controls and Procedures

2026-05-19 compared with 2025-11-19 · 40 added, 26 removed, 9 unchanged (88% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

of September 30, 2025, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were not effective as of September 30, 2025, due to the material weakness described below.

of Material Weakness

identified a material weakness in our internal control over financial reporting.

Specifically, the Company did not maintain sufficient

resources with appropriate accounting expertise to adequately review and account for complex, non-routine transactions.

deficiency could result in a material misstatement of the Company’s annual or interim financial statements that may not be prevented

or detected on a timely basis.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports

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 our management, including our Chief Executive Officer and Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of

our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

our disclosure controls and procedures as of March 31, 2026.

Based on the foregoing, 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.

Weaknesses in Internal Control Over Financial Reporting

previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified material weaknesses

in the following components of the COSO framework:

control environment, risk assessment, control activities, information and communication,

and monitoring.

Specifically, the material weaknesses identified relate to the fact that the Company has not yet designed and maintained

an effective control environment commensurate with its financial reporting requirements, including:

(a) the Company has not yet completed

formally documenting policies and procedures with respect to review, supervision, and monitoring of the Company’s accounting and

reporting functions;

(b) lack of evidence to support the performance of controls and the adequacy of review procedures, including the

completeness and accuracy of information used in the performance of controls;

and (c) the Company has limited accounting personnel and

other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial

for Remediation

remediate this material weakness, management is implementing the following measures:

additional accounting personnel with appropriate technical expertise;

internal review procedures for complex transactions;

targeted training to existing finance staff on U.S.

remediate these material weaknesses, management has implemented or is in the process of implementing the following measures:

additional accounting personnel with appropriate technical expertise in U.S.

GAAP and SEC reporting;

(ii) enhancing internal review procedures

for complex accounting transactions;

(iii) providing targeted training to existing finance staff on U.S.

GAAP and SEC reporting requirements;

to NetSuite’s enterprise resource program;

of independent registered audit firm.

expects these remediation efforts to be completed during fiscal year 2025, subject to the timing of hiring and training.

in Management

to September 30, 2025, the Company’s board of directors approved changes in senior management, including the appointment of a new

President and changes to the composition of the Board and Audit Committee.

Management is currently evaluating the impact of these leadership

changes on the Company’s internal control environment and will disclose any material effects on internal control over financial

reporting in future filings.

and (iv) upgrading to NetSuite’s enterprise resource planning system to improve the consistency and accuracy of financial data

and reporting processes.

Management will continue to monitor the effectiveness of these remediation efforts.

However, the material weaknesses

will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management

has concluded, through testing, that these controls are operating effectively.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described

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 three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting, other than the remediation measures described above that remain in progress.

II—OTHER INFORMATION

2 unchanged sentences

with respect to the Company’s on-going liquidity needs, there were no material changes in the risk factors we previously disclosed

in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025.

in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 20, 2026.

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