CONTROLS AND PROCEDURES
+Added: Disclosure Controls and Procedures.
+Added: As of March 31, 2025, we conducted
+Added: an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as
+Added: defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief
+Added: executive officer and chief financial officer.
+Added: There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures.
−Removed: of September 30, 2024, we conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure
−Removed: Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended.
−Removed: The Disclosure Controls
−Removed: evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial
−Removed: There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.
−Removed: Accordingly, even effective
−Removed: disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
−Removed: Based upon this evaluation,
−Removed: our chief executive officer and chief financial officer have concluded that our Disclosure Controls were effective as of September, 2024
−Removed: at a reasonable level of assurance.
−Removed: in Internal Control over Financial Reporting
−Removed: have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2024 that have materially
−Removed: affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: II – OTHER INFORMATION
+Added: Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of
+Added: achieving their control objectives.
+Added: Based upon this evaluation, our chief executive officer and chief financial officer have
+Added: concluded that our Disclosure Controls and Procedures were not effective as of March 31, 2025, due to material weaknesses in our internal control over financial reporting, which are described below.
+Added: Specifically, management has concluded that its internal control over financial reporting was not effective as of
+Added: March 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
+Added: in accordance with accounting principles generally accepted in the United States of America due to the following:
+Added: (i) we have not designed
+Added: controls to ensure all accounting journals entries are reviewed and approved and (ii) we identified one individual in our accounting department
+Added: who has “super user” access and security administration rights to the financial reporting systems.
+Added: To remediate these material
+Added: weaknesses, we are working to do the following:
+Added: (i) implementing appropriate controls for accounting journal entry approvals, including
+Added: the approval of our Chief Financial Officer, and (ii) either actively monitoring any accounting user with elevated rights or assigning
+Added: another employee outside of an accounting and reporting role with elevated access.
+Added: We expect to complete these remediation efforts by
+Added: June 30, 2025 or, at the latest, by September 30, 2025.
+Added: Additionally, we have not designed controls to ensure the financial reporting process is operating effectively.
+Added: We noted improper fair value adjustments to contingent consideration, failure to record adequate inventory reserves and various balance
+Added: sheet accounts not being properly reconciled.
+Added: We intend to design controls to ensure the financial information is accurate, complete,
+Added: and recorded in the correct period.
+Added: Changes in Internal Control over Financial Reporting
+Added: There have been no changes in our internal control
+Added: over financial reporting during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially
+Added: affect, our internal control over financial reporting.
+Added: PART 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.