What changed in this filing

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Item 4. Controls and Procedures

2026-05-12 compared with 2025-11-10 · 34 added, 19 removed, 28 unchanged (65% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and

procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of

1934, as amended (the “Exchange Act”).

Disclosure controls and procedures include controls and procedures designed to

ensure that information required to be disclosed in our Company’s reports filed 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 principal executive officer and principal financial officer to allow

timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and

principal financial officer, evaluated our Company’s disclosure controls and procedures as of the end of the period covered by

this Form 10-Q.

Based on this evaluation, and in light of the material weaknesses in our internal control over financial

reporting described below, our principal executive officer and principal financial officer concluded that as of March 31, 2026, our

disclosure controls and procedures were not effective.

of Internal Control Over Financial Reporting

2 unchanged sentences

Under the supervision and with the participation of our principal executive officer and principal financial officer

and oversight of the Audit Committee and the Board of Directors, we conducted an evaluation of the effectiveness of our internal control

and oversight of the Audit Committee of the Board of Directors, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on criteria established in the framework set forth in Internal Control—Integrated Framework (2013)

6 unchanged sentences

persons, by collusion of two or more people, or by management override of the controls.

on our evaluation, management identified material weaknesses in our internal control over financial reporting as of September 30, 2025,

as set forth below:

on our evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2026.

following material weaknesses in our internal control over financial reporting were identified:

approval processes governing (i) timely Board of Directors authorization and (ii) segregation of duties and roles and responsibilities

3 unchanged sentences

Misapplication

GAAP as evidenced by the restatement of our unaudited financial statements as of and for the three and nine months ended

September 30, 2023;

disclosure controls and procedures a result of (i) lack of segregation of duties, (ii) lack of internal control structure review

and (iii) misapplication of U.S.

order to remediate the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of Directors,

undertook measures to enhance the Company’s internal control environment, including the (i) hiring of a principal financial officer

and other accounting personnel to ensure the appropriate application of U.S.

GAAP including the annual required completion of a minimum

number of continuing professional education hours, (ii) hiring of a dedicated internal control manager that reports directly to the Audit

Committe and whose sole responsibility is to develop, document, implement and maintain our internal control framework and program including

walkthroughs, narratives, flow charts and independent testing of our financial and IT controls, (iii) documentation and communication

of business policies such as a delegation of authority over company transactions including the Board of Directors and invoice approvals,

(iv) completion of a formal monthly close process including account reconciliations with supporting documentation and (v) engagement

of a third-party firm that implemented controls to segregate duties and approvals along with the proper assignment of roles and responsibilities

within the Company’s financial system.

However, management has not fully implemented the remediation steps and expects remediation

efforts, including testing, to continue in fiscal year 2025.

order to remediate the identified material weaknesses, management, with the oversight of the Audit Committee of the Board of

Directors, undertook measures to enhance the Company’s internal control environment, including the (i) hiring of a principal

financial officer and other accounting personnel to ensure the appropriate application of U.S.

GAAP, (ii) hiring of a dedicated

internal control manager who reports directly to the Audit Committee and whose sole responsibility is to develop, document,

implement and maintain our internal control framework including walk throughs, narratives, flow charts, risk control matrices and

independent testing of our financial and IT controls, (iii) documentation and communication of business policies such as a

delegation of authority over company transactions as well as invoice and journal entry approvals, (iv) completion of a formal

monthly close process including account reconciliations with supporting documentation, (v) engagement of a third-party firm that

implemented controls to segregate duties and approvals with the proper assignment of roles and responsibilities within the

Company’s financial system and (vi) the adoption and implementation of the Information System Audit and Control

Association (“ISACA”) Control Objectives for Information and Related Technologies (“COBIT”) 2019 framework to design,

develop, govern and manage enterprise IT.

However, management has not fully implemented the remediation steps, in particular

testing, and expects remediation efforts to continue through the remainder of fiscal year 2026.

these remediation efforts are subject to ongoing management evaluation and will require validation and testing of the design and operating

4 unchanged sentences

than the remediation efforts described above, there were no changes in our internal controls over financial reporting, as defined in

Rules 13a-15(f) of the Exchange Act, during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely

Rules 13a-15(f) of the Exchange Act, during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

1 unchanged sentence

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