What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-08-11 compared with 2026-05-12 · 25 added, 46 removed, 16 unchanged (82% 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

Controls and Procedures

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

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

of the Exchange Act.

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

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)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

management, including our principal executive officer and principal financial officer, recognizes that internal controls over financial

reporting, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

Additionally, controls can be circumvented by the individual acts of some

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

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:

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

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 June 30, 2026, our disclosure controls and procedures

were not effective.

Material Weaknesses in Internal Control

Over Financial Reporting

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

material weaknesses in our internal control over financial reporting, which continued to exist as of June 30, 2026:

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

5 unchanged sentences

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, (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.

the fiscal year ended December 31, 2025, and the three months ended March 31, 2026, management, with the oversight of the Audit

Committee, undertook measures to enhance the Company’s internal control environment by implementing numerous controls

previously disclosed in our Annual Report on Form 10-K to remediate the material weaknesses.

During the three months ended June 30,

2026, management continued those remediation efforts by (i) implementing customer acceptance procedures, (ii) developing standard

vendor contract templates, (iii) enhancing disaster recovery and backup procedures and services on critical IT systems and (iv)

continuing independent control testing of the material weaknesses that is expected to continue through the remainder of

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 March 31, 2026 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Rules 13a-15(f) of the Exchange Act, during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

II - OTHER INFORMATION

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