What changed in this filing

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Item 4. Controls and Procedures

2025-11-06 compared with 2025-08-13 · 16 added, 43 removed, 8 unchanged (88% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision of and

with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June

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

and procedures were not effective at the reasonable assurance level as of June 30, 2025 due to the material weaknesses in internal control

over financial reporting that are described in our Annual Report on Form 10-K for the year ended December 31, 2024.

We identified a material weakness

in the design and operation of our internal controls over financial reporting in the “Control Activities” component of the

Committee of Sponsoring Organizations (COSO) framework related to a lack of information technology general controls to prevent the risk

of management override.

Specifically, we identified system limitations that do not facilitate proper segregation of duties within multiple

systems and a lack of mitigating business process level controls to address the risk of management override of controls over the preparation

and review of manual journal entries and in key accounting processes.

The Company has implemented user specific permission sets in the

identified systems to facilitate proper segregation of duties.

The Company also implemented a separate control to monitor changelogs and

approvals in the ERP system.

These controls have not yet been tested to verify that they are operating effectively in remediation of the

material weakness.

We identified another material

weakness in the design and operation of our internal controls over financial reporting in the “Control Activities” component

of the Committee of Sponsoring Organizations (COSO) framework related to a lack of sufficient controls to prevent the risk of material

misstatements in the income tax calculations and related disclosures.

The Company is planning to implement extended controls of the income

tax calculations.

In designing and evaluating

disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial

Except for the changes described

to internal control above, there were 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 June 30, 2025 that have materially affected or are reasonably likely to materially affect,

our internal control over financial reporting.

Under the supervision of and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025 due to the material weaknesses in internal control over financial reporting that are described in our Annual Report on Form 10-K for the year ended December 31, 2024.

We identified a material weakness in the design and operation of our internal controls over financial reporting in the “Control Activities” component of the Committee of Sponsoring Organizations ("COSO") framework related to a lack of information technology general controls to prevent the risk of management override.

Specifically, we identified system limitations that do not facilitate proper segregation of duties within multiple systems and a lack of mitigating business process level controls to address the risk of management override of controls over the preparation and review of manual journal entries and in key accounting processes.

The Company has implemented user specific permission sets in the identified systems to facilitate proper segregation of duties.

The Company also implemented a separate control to monitor changelogs and approvals in the ERP system.

These controls have not yet been tested to verify that they are operating effectively in remediation of the material weakness.

We identified another material weakness in the design and operation of our internal controls over financial reporting in the “Control Activities” component of the COSO framework related to a lack of sufficient controls to prevent the risk of material misstatements in the income tax calculations and related disclosures.

The Company is planning to implement extended controls of the income tax calculations.

In designing and evaluating disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

Except for the changes described to internal control above, there were 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 September 30, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Legal Proceedings

We are not a party to any

pending legal proceedings.

From time to time, we may become subject to legal proceedings, claims, and litigation arising in the ordinary

course of business, including, but not limited to, employee, customer and vendor disputes.

Except as described herein,

there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended

December 31, 2024.

Unregistered Sales of Equity Securities

and Use of Proceeds

We are not a party to any pending legal proceedings.

From time to time, we may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including, but not limited to, employee, customer and vendor disputes.

Except as described herein, there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities.

3 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.

What changed 10-Q

Item 4. Controls and Procedures