What changed in this filing

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Item 4. Controls and Procedures

2026-05-15 compared with 2025-11-14 · 52 added, 36 removed, 18 unchanged (83% of the section changed)

3 unchanged sentences

evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2025.

Our disclosure controls and procedures are

designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange

Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding

required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules

Based on this evaluation, and as a result of the material weakness described below, our CEO and CFO have concluded that our

disclosure controls and procedures were not effective as of September 30, 2025.

In light of this determination, our management has performed

additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness

in our internal control over financial reporting, the unaudited condensed consolidated financial statements for the periods covered by

and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations

and cash flows for the periods presented in conformity with U.S.

Weakness in Internal Control over Financial Reporting

Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026.

Our disclosure controls and procedures are designed

to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act

is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required

disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Based on this evaluation, and as a result of the material weaknesses described below, our CEO and CFO have concluded that our disclosure

controls and procedures were not effective as of March 31, 2026.

In light of this determination, our management has performed additional

analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal

control over financial reporting, the unaudited condensed interim consolidated financial statements for the periods covered by and included

in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash

flows for the periods presented in conformity with U.S.

Weaknesses in Internal Control over Financial Reporting

material weakness, as defined in the standards established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal

control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or unaudited

condensed consolidated financial statements will not be prevented or detected on a timely basis.

condensed interim consolidated financial statements will not be prevented or detected on a timely basis.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

1 unchanged sentence

In our assessment of the effectiveness of internal control

over financial reporting as of September 30, 2025, we determined that the Company’s internal control over financial reporting was

not effective due to the lack of sufficient accounting personnel and, as a result, the Company is unable to maintain proper segregation

The material weakness in our internal control over financial reporting was present as of December 31, 2024, and continued

to exist as of September 30, 2025.

Plan to Remediate the Material Weakness

Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over

financial reporting.

Specifically, the Company:

engaged external third parties for assistance as needed;

contracted to implement a new ERP system allowing for systemic enforcement of segregation of duties rules;

be enhancing, designing and implementing process-level and general information technology controls relevant to the financial reporting

process within the new ERP system.

over financial reporting as of March 31, 2026, we determined that the Company’s internal control over financial reporting was not

effective due to material weaknesses related to i) a lack of sufficient accounting personnel with the requisite skills, knowledge and

expertise resulting in an inability to maintain proper segregation of duties and effective controls and ii) information technology general

controls related to user access and privileged access within systems supporting the Company’s accounting and financial reporting

processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business needs.

The material weaknesses in our internal control over financial reporting were present as of December 31, 2025, and continued to exist

as of March 31, 2026.

Plan to Remediate the Material Weaknesses

Company is executing a comprehensive remediation plan centered on implementing a new enterprise resource planning (“ERP”)

system designed to enhance automation, improve process consistency and strengthen the reliability of financial reporting.

replaces multiple legacy systems and manual workflows with a single integrated platform containing embedded controls and standardized

the year ended December 31, 2025, the Company completed major stages of the implementation, including process design, system configuration,

and initial deployment.

As part of this effort, management is refining key process-level controls, enhancing IT general controls, including

strengthening controls related to system security and user access, implementing additional automated monitoring activities and providing

additional training as needed to relevant personnel.

Internal audit and external specialists continue to support the assessment of the

new control framework.

Company remains committed to completing the remaining ERP implementation phases and dedicating the resources necessary to strengthen

its control environment.

Additionally,

3 unchanged sentences

improvements in its controls over the control environment.

These steps will take time to be fully implemented and confirmed to be effective

and sustainable.

Additional controls may also be required over time.

While the Company believes that these efforts will improve its internal

control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the

material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to test

the design and operational effectiveness of the new and enhanced controls.

Until the remediation steps set forth above are fully implemented

and tested, the material weakness described above will continue to exist.

While the Company believes

that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps

the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sufficient period of

time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Until the remediation

steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

in Internal Control over Financial Reporting

the year ended December 31, 2025, the Company completed the initial implementation of a new ERP system designed to enhance the integration

and automation of its financial and operational processes.

The implementation of the ERP system resulted in changes to internal controls

over financial reporting, including updates to certain processes, transaction workflows, system based controls and data interfaces.

changes were part of a planned system upgrade intended to strengthen the overall control environment.

connection with the ERP implementation, management performed additional testing and monitoring activities to validate the design and

operating effectiveness of affected controls.

These activities included user training, parallel processing, reconciliation procedures,

and enhanced supervision during the transition period.

During the three months ended March 31, 2026, management continued to enhance

and refine controls and system configurations.

than described above, there have been no changes in our internal control over financial reporting that occurred during the three months

ended September 30, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over

financial reporting.

ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial

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