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Item 4. Controls and Procedures

2026-05-12 compared with 2026-02-17 · 34 added, 37 removed, 12 unchanged (86% of the section changed)

1 unchanged sentence

Controls and Procedures

We have evaluated, under the supervision and with the participation of our management,

including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.

disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in

reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal

executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the

end of the period covered by this Quarterly Report, at the reasonable assurance level.

have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) as of the end of the period covered by this Quarterly Report.

Our disclosure controls and procedures are designed to provide

reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated

and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow

timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal financial officer concluded

that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report, at the reasonable

assurance level.

material weaknesses identified, and the related remediation plan are more fully described in our 2025 Form 10-K.

The material weaknesses, summarized in the bullet points below, relate 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 accounting principles generally accepted in the United States of America (“U.S.

The material weaknesses,

summarized in the bullet points below, relate 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 accounting principles generally accepted in the United

States of America (“U.S.

Specifically, the material weaknesses identified included the following:

We did 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;

We had not developed and

effectively communicated to our employees our accounting policies and procedures, which resulted in inconsistent practices.

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

a material weakness;

We 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.

As a result, we did not design and maintain

formal accounting policies, processes and controls related to complex transactions necessary for an effective financial reporting

As a high-growth, smaller

reporting company that became responsible for listed financial reporting, we have a limited staff and budget available to adequately

test and monitor the effectiveness of certain internal controls.

did 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, we have a limited staff and budget

available to adequately test and monitor the effectiveness of certain internal controls.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially

affected or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions

regarding significant deficiencies and material weaknesses.

were no changes in our internal control over financial reporting during the six months ended March 31, 2026, that have materially affected

or are reasonably likely to materially affect, our internal control over financial reporting, including any corrective actions regarding

significant deficiencies and material weaknesses.

on Effectiveness of Controls and Procedures

5 unchanged sentences

LEGAL PROCEEDINGS

During the quarter ended December 31,

2025 and through the filing date of this Quarterly Report, there were no material developments to the legal proceedings as disclosed

in Part I, Item 3 of the 2025 Form 10-K.

the quarter ended March 31, 2026, and through the filing date of this Quarterly Report, there were no material developments to the legal

proceedings as disclosed in Part I, Item 3 of the 2025 Form 10-K.

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