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The Company maintains disclosure controls and procedures, defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that the information required to be filed or submitted with the SEC 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 management of the company with the participation of its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
−Removed: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of December 31, 2024.
−Removed: This determination is based on the previously reported material weaknesses management previously identified in our internal control over financial reporting, as described below.
+Added: In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
+Added: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of March 31, 2025.
+Added: This determination is based on the previously reported material weaknesses management identified in our internal control over financial reporting, as described below.
We are in the process of remediating the material weaknesses in our internal control, as described below.
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and (3) ineffective design and operation of controls, which include management review controls, over the Company's assessments of potential impairment.
−Removed: Our business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.
+Added: Our business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective as those controls could have been adversely impacted.
We believe that these control deficiencies were a result of inadequate IT controls over the review of user access and imprecise documentation of procedures related to program change management.
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Review of Accounting for Business Combinations
−Removed: Controls will be added to both increase precision of management’s review of each component of business combinations, and if necessary, retain the services of a third-party consultant to assist in the valuation and accounting for intangible assets acquired in a business combination.
+Added: Additional controls are being evaluated to both increase precision of management’s review of each component of business combinations, and if necessary, retain the services of a third-party consultant to assist in the valuation and accounting for intangible assets acquired in a business combination.
Review of Accounting for Impairment of Goodwill and Intangible Assets
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(iii) enhancing the reporting requirements of accounting system audit logs;
−Removed: (iv) continuous improvement over our ITGC controls related to third party applications;
+Added: (iv) continue to evaluate options to mitigate risks associated with the lack of available SOC reports from third-party service providers;
and (v) enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.
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The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal 2025.
+Added: The intention of management is to remediate these material weaknesses prior to the end of fiscal 2025, but there are certain initiatives that are currently unfeasible, such as the lack of available SOC reports from third-party service providers, as mentioned above.
Changes in Internal Control Over Financial Reporting
−Removed: Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
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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.