What changed in this filing

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Item 4. Controls and Procedures

2025-08-19 compared with 2025-05-12 · 28 added, 20 removed, 5 unchanged (91% of the section changed)

Controls and Procedures.

Controls and Procedures

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.

Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by us in the reports we file under the Exchange Act 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.

designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b)

or Rule 15d-15(b) promulgated by the SEC 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, 2025, the end of the period covered by this Quarterly Report.

foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective

as of March 31, 2025, the end of the period covered by this Quarterly Report at the reasonable assurance level.

in Internal Control

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

Act) during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Evaluation of Disclosure Controls and Procedures

of June 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 of 1934).

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

not effective as of June 30, 2025, due to the material weakness described below.

Material Weakness

In its assessment of the effectiveness of internal control over financial

reporting as of June 30, 2025, management identified material weaknesses in 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)

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) we have limited accounting personnel

and other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls

over financial reporting.

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.

GAAP and SEC reporting requirements;

to NetSuite’s enterprise resource program;

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

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the quarter ended June 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

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 March 25, 2025.

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.

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