What changed in this filing

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Item 9A. Controls and Procedures

2023-12-27 compared with 2022-12-20 · 194 added, 122 removed, 41 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES

maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are

designed to ensure that information required to be disclosed by us in reports that we file or submit 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 our principal executive officer to allow timely decisions regarding required disclosure.

and evaluating our disclosure controls and procedures, the Company recognized that disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are

required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

of disclosure and controls and procedures

of September 30, 2022, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our management

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and

Our Chief Executive Officer and Chief Financial Officer have concluded based upon the evaluation described above that, as

of September 30, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level.

management is responsible for establishing and maintaining adequate “disclosure controls and procedures,” as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in

reports that we file or submit 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 our principal executive

officer to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the

Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief

Financial Officer (“CFO”), to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and

procedures, the Company recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide

only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in

evaluating the cost-benefit relationship of possible disclosure controls and procedures.

of Disclosure Controls and Procedures

of September 30, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated

the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our CEO and CFO have concluded, based upon the

evaluation described above, that, as of September 30, 2023, our disclosure controls and procedures were not effective at the

reasonable assurance level because of the material weaknesses discussed below.

Notwithstanding the material weakness in internal control over financial reporting described below, our management

has concluded that our consolidated financial statements included in this Form 10-K are fairly stated in all material respects in accordance

material weakness 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 a company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

connection with the preparation of our audited financial statements for the year ended September 30, 2022, we identified material weaknesses

in our internal controls over financial reporting, as of September 30, 2022.

These material weaknesses had not been fully remediated

as of September 30, 2023.

The material weaknesses identified related to the fact that we did not design and maintain accounting policies,

procedures and controls to ensure complete, accurate and timely financial reporting in accordance with U.S.

Specifically, the material

weaknesses identified included the following:

not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting,

reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries and classification

of certain costs;

had not developed and effectively communicated to our employees our accounting policies and procedures, which resulted in inconsistent

Since these entity level programs have a pervasive effect across the organization, management has determined that these

circumstances constitute a material weakness;

do not have sufficient, qualified finance and accounting staff with the appropriate U.S.

GAAP technical accounting expertise to identify,

evaluate and account for accounting and financial reporting, and effectively design and implement systems and processes that allow

for the timely production of accurate financial information in accordance with internal financial reporting timelines.

we did not design and maintain formal accounting policies, processes and controls related to complex transactions necessary for an

effective financial reporting process;

a high-growth, smaller reporting company that became responsible for listed financial reporting within the last eighteen (18) months,

we have a limited staff and budget available to adequately test and monitor the effectiveness of certain internal controls.

management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the

material weaknesses.

During fiscal year 2023, we made the following enhancement to our control environment:

February 2023, we hired a permanent Staff Accountant whose responsibilities include working with our CFO, existing employees and

third-party consultants to improve the design, implementation, execution and supervision of our controls.

We expect to continue evaluating

our needs for additional personnel.

We expect to provide enhanced training to existing and new employees in order to enhance the

level of communication and understanding of controls with personnel that provide key information and perform key roles within our

financial accounting and reporting function;

began documenting accounting policies, procedures and controls to achieve complete, accurate, and timely financial accounting, reporting

and disclosures including controls over the preparation and review of account reconciliations, journal entries and classification

of certain costs.

remediation activities are continuing during fiscal year 2024.

In addition to the above actions, we expect to engage in additional activities,

including, but not limited to:

external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP, and to assist us

with documenting and assessing our accounting policies and procedures until we have sufficient technical accounting resources;

business process-level controls across all significant accounts and information technology general controls across all relevant systems.

This includes providing training for control owners that will present expectations as it relates to the control design, execution

and monitoring of such controls, including enhancements to the documentation to evidence the execution of the controls;

improvements to our accounting system to enhance the accuracy of our financial records.

continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of

authority, responsibility, and accountability to enable remediation of our material weaknesses.

We believe that our remediation plan

will be sufficient to remediate the identified material weaknesses and strengthen our controls.

As we continue to evaluate, and work

to improve our controls, management may determine that additional measures to address control deficiencies or modifications to the remediation

plan are necessary.

we have performed certain remediation activities to strengthen our controls to address the identified material weaknesses, control weaknesses

are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes

that these controls are operating effectively.

We will continue to monitor the effectiveness of our remediation measures in connection

with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures,

and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally

accepted accounting principles.

Because of inherent limitations, a system of internal control over financial reporting may not prevent

or detect all misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

control over financial reporting is defined, under the Exchange Act, as a process designed by, or under the supervision of, the issuer’s

principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those

policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with

authorizations of management and directors of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

Company’s principal executive officers have assessed the effectiveness of the Company’s internal control over financial

reporting as of September 30, 2022.

In making this assessment, the Company’s principal executive officers were guided by the

releases issued by the SEC and to the extent applicable the criteria established in Internal Control - Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Update).

The Company’s principal executive

officers have concluded that based on their assessment, as of September 30, 2022, that our internal control over financial reporting

were not effective and require remediation in order to be effective at the reasonable assurance level.

Prior to the Business

Combination, we have been a private company with limited accounting personnel and other resources necessary for effective internal

controls over financial reporting.

In addition, our auditors identified material weaknesses in our internal control over financial

reporting during the audit of the fiscal year ended September 30, 2022.

A material weakness is a deficiency, or combination of

deficiencies, in internal controls, such that there is a reasonable possibility that a material misstatement of our annual or

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

The material weaknesses identified relate to the

fact that we did not design and maintain an effective control environment commensurate with our financial reporting requirements,

including (a) lack of a sufficient number of trained professionals with an appropriate level of accounting knowledge, training and

experience and (b) lack of accounting research on critical accounting policies including business combinations and specifically

the valuation of warrants in calculating the consideration paid during the Business Combination.

Management’s general assessment of the above processes in light of the company’s size, maturity and

complexity, as to the design and effectiveness of the internal controls over financial reporting is that the key controls and

procedures in each of these processes provide reasonable assurance regarding reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

The remediation efforts we will undertake during fiscal year 2023 are intended to increase our accounting knowledge,

training, and experience through increased staffing and engagement with the appropriate third-party subject matter experts.

are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent

or detect misstatements.

Therefore, even effective internal control over financial reporting can only provide reasonable assurance with

respect to the financial statement preparation and presentation.

We are engaged in the process of design and implementation of our internal control over financial reporting in a

manner commensurate with the scale of our operations subsequent to the Business Combination, including the enhancement of our internal

and external technical accounting resources (as well as to address the material weaknesses discussed above).

However, the design of internal

control over financial reporting for our company post-business combination has required and will continue to require significant time

and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense

to fully assess our internal control over financial reporting as of September 30, 2023.

in Internal Control over Financial Reporting

have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Securities Exchange Act of 1934, as amended) during the last quarterly period covered by this report that have materially affected,

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

the Exchange Act) during the fiscal year ended September 30, 2023 covered by this Form 10-K that have materially affected, or are reasonably likely to

materially affect, the Company’s internal control over financial reporting, other than described herein.

We are continuing to take steps to remediate the material weakness in our internal control over financial reporting,

as discussed above.

Inherent Limitation on the Effectiveness of Internal

Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations

and may not prevent or detect misstatements.

Therefore, even effective internal control over financial reporting can only provide reasonable

assurance with respect to the financial statement preparation and presentation.

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

7 unchanged sentences

regarding directors and executive officers of the Company, as well as the required disclosures with respect to the Company’s audit

committee financial expert, is incorporated herein by reference to the information included in the Company’s 2022 Proxy Statement

which will be filed with the Commission within 120 days after the end of the Company’s 2022 fiscal year.

committee financial expert, is incorporated herein by reference to the information included in our Proxy Statement for our next Annual

Meeting of Stockholders which will be filed with the SEC within 120 days after the end of our fiscal year 2023.

Company has adopted a Code of Ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer

3 unchanged sentences

EXECUTIVE COMPENSATION

regarding executive compensation is incorporated herein by reference to the information included in the Company’s 2022 Proxy Statement

which will be filed with the Commission within 120 days after the end of the Company’s 2022 fiscal year.

Information regarding executive compensation of our directors and officers, is incorporated herein by reference to

the information included in our Proxy Statement for our next Annual Meeting of Stockholders which will be filed with the SEC within 120

days after the end of our fiscal year 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

regarding security ownership of certain beneficial owners and management and the Company’s equity compensation plans are incorporated

herein by reference to the information included in the Company’s 2022 Proxy Statement which will be filed with the Commission within

120 days after the end of the Company’s 2022 fiscal year.

herein by reference to the information included in our

Proxy Statement for our next Annual Meeting of Stockholders which will be filed with the SEC within 120 days after the end of our fiscal

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

regarding certain relationships and related transactions and director independence is incorporated herein by reference to the information

included in the Company’s 2022 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s

2022 fiscal year.

included in our Proxy Statement for our next Annual Meeting

of Stockholders which will be filed with the SEC within 120 days after the end of our fiscal year 2023.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

regarding principal accounting fees and services is incorporated herein by reference to the information included in the Company’s

2022 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 2022 fiscal year.

regarding principal accounting fees and services is incorporated herein by reference to the information included in

our Proxy Statement for our next Annual Meeting of Stockholders which will be filed with the SEC within 120 days after the end of our

fiscal year 2023.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report:

filed as part of this report:

financial statements and schedules required by this Item 15 are set forth in Part II, Item 8 of this Form 10-K.

The following exhibits are filed as a part of this report:

Agreement and Plan of Merger by and between Cipherloc Corporation, a Texas corporation and Cipherloc Corporation, a Delaware corporation (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed September 17, 2021).

Certificate of Incorporation of Cipherloc Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 30, 2021).

Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 6, 2022).

Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 6, 2022).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).

Form of Securities Purchase Agreement between Cipherloc, a Texas corporation and the several purchasers of the Company’s units (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

Form of Registration Rights Agreement dated March 31, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

Form of Lockup Agreement between Cipherloc Corporation, a Texas corporation and the several purchasers of the Company’s Units (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

and Plan of Merger by and between Cipherloc Corporation, a Texas corporation and Cipherloc Corporation, a Delaware corporation (incorporated

by reference to Exhibit 2.1 to Current Report on Form 8-K filed September 17, 2021).

of Incorporation of Cipherloc Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed on September 30, 2021).

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 30, 2021).

of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current

Report on Form 8-K filed July 6, 2022).

of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K filed July 6, 2022).

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).

of Securities Purchase Agreement between Cipherloc, a Texas corporation and the several purchasers of the Company’s units (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

of Registration Rights Agreement dated March 31, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed on April 8, 2021).

of Lockup Agreement between Cipherloc Corporation, a Texas corporation and the several purchasers of the Company’s Units (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

Placement Agent Agreement between Cipherloc Corporation, a Texas corporation and Paulsen Investment Company, LLC related to the Company’s sole of Units incorporated by reference to Exhibit 10.4.

Indemnification Agreement by and between the Company and Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 8, 2021).

Letter Agreement with Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2021).

Technology Partnership and Authorized Reseller Licensing Agreement between the Company and ECS Federal, LLC dated March 6, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed on April 30, 2021).

Authorized Reseller/Developer Agreement with Arnouse Digital Devices (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed on April 30, 2021).

Ryan Polk Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2021).

Indemnification

Agreement by and between the Company and Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.5 to the Company’s

Current Report on Form 8-K filed on April 8, 2021).

Agreement with Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on

Form 8-K filed on July 28, 2021).

Polk Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on October 12, 2021).

2021 Omnibus Equity Incentive Plan approved by the Company’s stockholders at the 2021 Annual Meeting held September 13, 2021 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on July 20, 2021).

Independent Contractor Agreement by and between the Company and Sammy Davis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 6, 2022).

Purchase Agreement between the Company and SideChannel, Inc.

and The Sellers Therein and Brian Haugli, as the Seller Representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 18, 2022).

Brian Haugli Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2022).

Code of Ethics for Directors, Officers and Employees of SideChannel and its Affiliates, dated August 8, 2019 (filed as Exhibit 14.1 to the Company’s Current Report on Form 8-K, filed on August 12, 2019).

Subsidiaries of the Registrant.

Certification of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certifications of Principal Executive

Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certifications

of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

XBRL Instance Document (filed herewith).

XBRL Taxonomy Extension Schema Document (filed herewith).

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

XBRL Taxonomy Extension definition Linkbase Document (filed herewith).

Page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments) (filed herewith)

management or compensatory plan or arrangement

Agreement between the Company and SideChannel, Inc.

and The Sellers Therein and Brian Haugli, as the Seller Representative (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 18, 2022).

Haugli Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on July 6, 2022).

Independent Contractor Agreement by and between the Company and Thomas Wilkinson (Thomas W.

Wilkinson, CPA, PLLC) dated December 28, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2022).

Ryan Polk 2023 Compensation Change Authorization (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).

Offer to Exchange Common Stock for Certain Outstanding Warrants, dated August 21, 2023 (i ncorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed on August 22, 2023).

Notice of Extension of the Offer to the Holders of the Warrants, dated September 19, 2023 (incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO Amendment No.

2 filed on September 20, 2023.

Notice of Withdrawal of the Offer to the Holders of Warrants, dated November 3, 2023 (incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO Amendment No.

3 filed on November 3, 2023).

Offer to Exchange Common Stock for Certain Outstanding Warrants, dated November 6, 2023 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed on November 7, 2023).

2023 Common Stock Purchase Warrant as Amended on November 14, 2023, dated November 14, 2023 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO Amendment No.

1 filed on November 14, 2023).

Offer to Exchange Common Stock and New Warrants for 2021 Investor Warrants and Amended on December 1, 2023 (incorporated by reference to Exhibit (a)(1)(H) to the Schedule TO Amendment No.

2 filed on December 4, 2023).

of Ethics for Directors, Officers and Employees of SideChannel and its Affiliates, dated August 8, 2019 (incorporated by reference

to Exhibit 14.1 to the Company’s Current Report on Form 8-K, filed on August 12, 2019).

of the Registrant.

Consent of Independent Registered Public Accounting Firm.

of Attorney (included on signature page)

Certification

of Principal Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension definition Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments).

Indicates management or compensatory plan or arrangement

Filed herewith

Furnished herewith

FORM 10-K SUMMARY

2 unchanged sentences

December 27, 2023

and Chief Executive Officer, Director

and Chief Executive Officer

December 27, 2023

Financial Officer (Principal Financial and Accounting Officer)

Financial Officer

person whose signature appears below hereby appoints Brian Haugli and Ryan Polk, and each of them, as attorney-in-fact with full power

of substitution to execute in the name and on behalf of the registrant and each such person, individually and in each capacity stated

below, one or more amendments to the annual report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact

acting deems appropriate and to file any such amendment to the annual report on Form 10-K with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company

1 unchanged sentence

December 27, 2023

Chief Executive Officer, Director (principal executive officer)

Chief Executive Officer, and Director (principal executive officer)

December 27, 2023

Tom Wilkinson

of the Board of Directors

Financial Officer (principal financial officer and principal accounting officer)

December 27, 2023

Anthony Ambrose

/s/ Deborah MacConnel

Deborah MacConnel

Chairwoman of the Board

December 27, 2023

Hugh Regan, Jr.

Anthony Ambrose

December 27, 2023

Deborah MacConnel

/s/ Kevin Powers

December 27, 2023

Kevin Powers.

/s/ Hugh Regan, Jr.

Hugh Regan, Jr.

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-K

Item 9A. Controls and Procedures