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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 March 31, 2026, 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.
−Removed: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of March 31, 2026.
+Added: In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, 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.
+Added: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of June 30, 2026.
This determination is based on the previously reported material weaknesses management identified in our internal control over financial reporting, as described below.
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Information Technology General Controls
−Removed: 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.
−Removed: Further, management is committed to enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.
−Removed: It is our belief that these added controls will effectively remediate the existing material weaknesses.
+Added: As a result of the material weakness and its ongoing remediation efforts, management has enhanced internal change monitoring procedures.
+Added: However, complete remediation is dependent in part on obtaining sufficient third-party assurance reporting (e.g.
+Added: SOC reports) from certain key service providers, which management is actively pursuing.
+Added: Management is also evaluating alternative options in the event it is determined that the third parties cannot provide the required reports or alternative documentation.
+Added: As a result, management currently expects that remediation of these material weaknesses will extend beyond fiscal 2026 and is actively evaluating options to complete remediation during fiscal 2027.
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 2026.
+Added: Further, management is committed to continued quarterly reporting on remediation measures to the Audit Committee of the board of directors.
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 March 31, 2026, 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 June 30, 2026, 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.