What changed in this filing

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Item 4. Controls and Procedures

2025-05-13 compared with 2024-11-14 · 34 added, 55 removed, 2 unchanged (98% of the section changed)

Controls and Procedures

maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer

and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the

end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in

Exchange Act Rule 13a-15(e).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as

of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective

at the reasonable assurance level due to a material weakness in our internal control over financial reporting which was disclosed in

our Annual Report on Form 10-K for the year ended December 31, 2023.

To address the material weakness referenced above,

the Company performed additional analysis and performed other procedures in order to prepare the condensed consolidated financial statements

in accordance with GAAP.

Accordingly, management believes that the condensed consolidated financial statements included in this quarterly

report on this Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the

periods presented.

for Remediation of Material Weakness

is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above.

Management intends to implement the following remediation steps:

Company will require each third-party service organization to provide a SOC-1, Type 2 report

to the Company for management to review and make adjustments to the remediation plans, as

a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s

relevant system(s) and reporting directly through inquiry and substantive testing of such

third-party’s control environment.

the Company is unable to obtain a valid SOC-1 Type 2 report or perform substantive testing

of such third-party service organization’s control environment, the Company will implement

a qualification and program triaging process, which would include modifying customer contracts,

limiting the volume of activity with those third-parties and establishing other controls

to ensure the completeness and accuracy of information received from those third-parties,

such as performing tagging procedures where possible.

believes the measures described above will remediate the material weakness that we have identified.

During the quarter ended September 30,

2024, the Company continued to engage with the third-party service organizations to discuss the reporting requirements.

As management

continues to evaluate and improve our disclosure controls and procedures and internal controls over financial reporting, the Company

may decide to take additional measures to address control deficiencies or determine to modify certain of the remediation measures identified.

in Internal Control over Financial Reporting

as noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange

Act), that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

on the Effectiveness of Controls

control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the

benefits of controls must be considered relative to their costs.

Because of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be detected.

The Company conducts periodic evaluations of its internal controls

to enhance, where necessary, its procedures and controls.

II – OTHER INFORMATION

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to a previously identified material weakness in our internal control over financial reporting related to controls to ensure that data received from third-party service organizations were complete and accurate.

To address the material weakness referenced above, the Company performed additional analysis and performed other procedures in order to prepare the condensed consolidated financial statements in accordance with GAAP.

Accordingly, management believes that the condensed consolidated financial statements included in this quarterly report on this Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Ongoing Remediation of Previously Identified Material Weakness

As previously disclosed , a material weakness in our internal control over financial reporting was identified which related to controls to ensure that data received from third-party service organizations were complete and accurate.

Management, with oversight from the Audit Committee of our Board of Directors, is committed to remediating the material weakness that has been identified and maintaining an effective system of disclosure controls and procedures.

These remediation efforts, summarized below, are intended to both address the identified material weakness and to enhance our overall financial control environment.

Management is in the process of fully implementing process and control improvements to address the above material weakness previously identified as follows:

The Company requires each third-party service organization to provide us, at least annually, a SOC-1 Type 2 report, with adequate controls to ensure the data we receive are complete and accurate.

We rely upon a SOC-1 Type 2 report from the service organizations attesting to the vendor’s internal controls.

If a SOC-1 Type 2 report is not available, the Company evaluates each third-party’s relevant system(s) and control environment reporting directly through inquiry and substantive testing of such third-party’s control environment to ensure the data we receive are complete and accurate.

If we are unable to obtain a valid SOC-1 Type 2 report or perform substantive testing of such third-party’s control environment, the Company implements a thirty-party qualification and program triaging process, which could include modifying customer contracts, limiting the volume of activity with those third-parties, and establishing other controls to ensure the completeness and accuracy of information received from those third-parties, such as performing tagging procedures where possible.

To further execute on its remediation efforts of the material weakness, management took the following additional steps:

Hired a Senior Vice President of internal controls and engaged a third-party consulting firm.

Developed a framework to assess whether data received from third-party service organizations were complete and accurate.

The material weakness will be considered remediated when management concludes that, through testing, the applicable remedial controls are designed and implemented effectively.

When fully implemented and operational, we believe the measures described above will remediate the material weakness we have identified and strengthen our internal control over financial reporting.

This material weakness will not be considered remediated until the newly implemented internal controls operate for a sufficient period of time and management has concluded, through testing, that these internal controls are operating effectively.

We are working to have the material weakness remediated as soon as possible.

We are committed to continuing to improve our internal control processes and will continue to review and assess our financial reporting controls and procedures on an ongoing basis.

As we continue to evaluate and improve our internal control over financial reporting, our management may determine whether it is appropriate or necessary to take additional measures.

Changes in Internal Control over Financial Reporting

Except as noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls.

PART II – OTHER INFORMATION

Legal Proceedings

time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material

legal or administrative proceedings against us.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us.

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