What changed in this filing

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Item 4. Controls and Procedures

2026-05-15 compared with 2025-11-19 · 30 added, 4 removed, 3 unchanged (92% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2025.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of such date, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information requested to be disclosed by us in our reports that we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three and nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our Company has added and will continue to add additional

internal control procedures, additional resources and software to increase the internal control aspects of the company as we integrate

our Sadot subsidiary into the overall business.

However, these changes have not yet fully remediated the material weakness identified

Other than the above changes, there were no other

changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Evaluation of Disclosure Controls and

As previously disclosed in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, we determined that certain material weaknesses in our internal controls

over financial reporting existed as of December 31, 2025.

Those material weaknesses are described below and are in process of being remediated.

We maintain disclosure controls and procedures

to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934,

as amended (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 management, including our Chief Executive

Officer (“CEO”) and our Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosures.

After evaluating the effectiveness of

our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our CEO and CFO have concluded that

these disclosure controls and procedures were not effective as of March 31, 2026.

A 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness was identified as of December 31, 2025

and continues to exist as of March 31, 2026:

We identified a material weakness arising from insufficient staffing and limited financial

and accounting resources.

This resource constraint resulted in inadequate segregation of duties, insufficient review and oversight of

complex accounting matters, and challenges in the timely preparation and review of financial information.

PART II - OTHER INFORMATION

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