Controls and Procedures.
−Removed: Controls and Procedures
−Removed: of September 30, 2025, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive
−Removed: Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined
−Removed: in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: The Company’s
−Removed: disclosure controls and procedures are designed to ensure that information required to be disclosed in the Securities and Exchange Commission
−Removed: (SEC) reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
−Removed: period specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including
−Removed: the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: The executive officers have
−Removed: concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025, and that the unaudited
−Removed: condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects,
−Removed: the Company’s financial condition, results of operations, and cash flows for the periods presented in conformity with United States
−Removed: Generally Accepted Accounting Principles (GAAP).
+Added: of Disclosure Controls and Procedures
+Added: of March 31, 2026, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer
+Added: (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined in
+Added: Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: The Company has
+Added: designed these controls and procedures to ensure that information the Company is required to disclose in reports filed under the Exchange
+Added: Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated
+Added: and communicated to Company management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding
+Added: required disclosure.
+Added: executive officers have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026,
+Added: because of the material weakness in the Company’s internal control over financial reporting described below.
+Added: This material weakness
+Added: was also identified during the fourth quarter of 2025 and is disclosed in the Company’s Annual Report on Form 10-K along with the
+Added: report of the Company’s registered public accounting firm.
+Added: Company identified a material weakness related to information technology general controls (“ITGCs”) because the Company did
+Added: not design and maintain effective ITGCs for information systems that are relevant to the preparation of the financial statements.
+Added: Specifically,
+Added: deficiencies were identified related to user access controls and program change management controls for financial systems.
+Added: These deficiencies
+Added: resulted in related control deficiencies with respect to information generated from the impacted systems and used in the performance
+Added: of controls relevant to the preparation of the financial statements.
+Added: The material weakness related to the ITGCs did not result in adjustments
+Added: to the financial statements for the quarter ended March 31, 2026.
in Internal Control over Financial Reporting
−Removed: have not been any significant changes in the Company’s internal control over financial reporting during the most recently completed
−Removed: fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
−Removed: financial reporting.
+Added: Company is taking actions to remediate the material weakness relating to its internal control over financial reporting.
+Added: Other than the
+Added: changes to the Company’s internal control over financial reporting described in “Remediation Plan and Status” below,
+Added: there were no changes to the Company’s internal control over financial reporting as defined by Rule 13a-15(f) under the Exchange
+Added: Act during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s
+Added: internal control over financial reporting.
+Added: Plan and Status
+Added: Company is committed to remediating its material weaknesses as promptly as possible.
+Added: Management is in the process of implementing its
+Added: remediation plan.
+Added: Management will test the ongoing operating effectiveness of the new and existing controls in future periods.
+Added: weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and
+Added: management has concluded, through testing, that these controls are operating effectively.
II - Other Information
1 unchanged sentence
Company is not a party to any material legal proceedings outside the ordinary course of business or to any other legal proceedings, which
−Removed: if adversely determined, would be expected to have a material adverse effect on its financial condition or results of operation.
+Added: if adversely determined, would be expected to have a material adverse effect on its financial condition or results of operations.
Risk Factors.
1 unchanged sentence
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.