What changed in this filing

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Item 4. Controls and Procedures

2025-08-14 compared with 2025-05-15 · 52 added, 54 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure

Controls and Procedures

Our management, with the

participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 March 31, 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 and forms.

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 March 31, 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 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

Material Weakness in Internal Control over Financial

A 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 interim consolidated financial statements will

not be prevented or detected on a timely basis.

Internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

in accordance with U.S.

In our assessment of the effectiveness of internal control over financial reporting as of March 31, 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 of duties.

The material weakness in our internal control

over financial reporting was present as of December 31, 2024, and continued to exist as of March 31, 2025.

Management’s Plan to Remediate the Material Weakness

The Company is implementing enhancements to its internal controls to remediate

the identified material weakness in its internal control over financial reporting.

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),

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 June 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 and forms.

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 June 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

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.

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

and the preparation of financial statements in accordance with U.S.

In our assessment of the effectiveness of internal control

over financial reporting as of June 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 of

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

exist as of June 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:

has engaged external third parties for assistance as needed;

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

will be enhancing, designing and implementing process-level and general information technology controls relevant to the financial reporting process within the new ERP system.

Additionally, the Company plans to hire additional accounting and finance

personnel with the requisite skills, knowledge and expertise to address identified control deficiencies.

The Company is committed to maintaining a strong internal

control environment and believes these remediation efforts will represent significant 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

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.

Changes in Internal Control

over Financial Reporting

Other than described above, there have been no changes

in our internal control over financial reporting that occurred during the three months ended Mach 31, 2025, that have materially affected,

or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

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.

Additionally,

the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified

control deficiencies.

Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant

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.

in Internal Control over Financial Reporting

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

ended June 30, 2025, 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