What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-05-07 compared with 2025-08-11 · 20 added, 24 removed, 18 unchanged (71% of the section changed)

2 unchanged sentences

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.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 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.

Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of June 30, 2025.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, an evaluation was performed under the supervision and with the participation of management, including the interim chief executive officer and interim chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

This determination is based on the previously reported material weaknesses management identified in our internal control over financial reporting, as described below.

3 unchanged sentences

Previously Reported Material Weakness in Internal Control Over Financial Reporting

As previously reported in our Annual Report for the year ended September 30, 2024, filed with the SEC on December 16, 2024, management evaluated the effectiveness of our internal control over financial reporting as of September 30, 2024.

In the evaluation, management identified material weaknesses in internal control related to (1) ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management, user access, and vendor management controls;

(2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations;

and (3) ineffective design and operation of controls, which include management review controls, over the Company's assessments of potential impairment.

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.

Additionally, we rely upon a variety of outsourced IT service providers for key elements of the technology infrastructure impacting our financial reporting process.

Certain outsourced IT service providers could not provide System and Organization Controls ("SOC") reports for periods that closely align with our fiscal year end.

Given that management did not effectively assess the design and operation of these outsourced IT service providers’ internal controls, some of our controls over IT systems and business processes were also deemed ineffective, but only to the extent that we rely upon information that was subject to the outsourced IT service providers’ control environment.

In our Annual Report for the year ended September 30, 2025, filed with the SEC on March 19, 2026, management concluded that our internal control over financial reporting was not effective as of September 30, 2025.

In the evaluation, management identified material weaknesses in internal control related (1) ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management and vendor management controls;

(2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations and contingent liabilities;

and (3) ineffective design and operation of controls, which include management review controls, over the impairment assessments over long-lived assets, definite- and indefinite-lived intangible assets, and goodwill.

The identified ITGC control deficiencies resulted from two factors.

First, the Company's procedures governing program change management were insufficiently documented, resulting in controls that could not be consistently evidenced.

Second, the Company relies on third-party IT service providers for certain key components of the technology infrastructure supporting its financial reporting processes.

Specifically, certain service providers supporting applications within the Company's revenue cycle were unable to provide System and Organization Controls ("SOC") reports, thus management was unable to effectively evaluate the design and operating effectiveness of the internal controls maintained by these service providers.

Consequently, certain business process controls were determined to be ineffective, limited to the extent those controls rely upon information processed within, or subject to, the control environments of the applicable third-party service providers.

These deficiencies may have an impact on our financial statements, account balances, and disclosures.

1 unchanged sentence

Remediation Efforts to Address Material Weakness

Review of Accounting for Business Combinations

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

As most of the assumptions used in the valuation models employed in impairment analyses are subjective in nature, management will employ additional controls to validate these assumptions, including the engagement of a third-party consultant to assist developing valuation models and establishing sound and reasonable assumptions.

Review of Accounting for Business Combinations and Contingent Liabilities

Management has re-evaluated the design of its controls over the accounting for business combinations and will continue to implement enhancements to improve the precision, documentation, and timeliness of review procedures.

Management has re-evaluated the design of its controls over the accounting for legal contingencies and will implement enhancements to improve the clarity and quality of documentation supporting review of legal contingencies, including related legal fees and unasserted claims.

Review of Impairment Assessments over Long-lived Assets, Definite- and Indefinite-lived Intangible Assets, and Goodwill

Given the inherently subjective nature of the assumptions underlying the valuation models used in impairment analyses, management will re-evaluate the review procedures to strengthen the validation and documentation of such assumptions.

Information Technology General Controls

As a result of the material weakness, we have initiated and will continue to implement remediation measures to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include:

(i) strengthening and enhancing the review and documentation procedures in our controls over user access review;

(ii) defining and communicating clear and concise program change management policy and procedures;

(iii) enhancing the reporting requirements of accounting system audit logs;

(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.

As a result of the material weakness and its ongoing remediation efforts, management is enhancing change monitoring procedures and evaluating alternative procedures where SOC reports are not available for certain third-party application vendors.

Further, management is committed to enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.

It is our belief that these added controls will effectively remediate the existing material weaknesses.

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.

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.

We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal 2026.

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

2 unchanged sentences

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