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Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024.
−Removed: Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not operating effectively as of September 30, 2024.
−Removed: Our disclosure controls and procedures were not effective because of the “material weakness” described below.
−Removed: We had identified three material weaknesses in internal control over financial reporting from prior periods that remain unremediated.
−Removed: 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.
−Removed: Because the items described below could have resulted in material misstatement of our annual or interim financial statements, we determined each constitutes a material weakness.
−Removed: As of September 30, 2024, the Company has still identified the following material weaknesses:
+Added: We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025.
+Added: Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not operating effectively as of March 31, 2025.
+Added: As of March 31, 2025, the Company identified the following material weaknesses:
+Added: The Company lacked internal controls over key accounting and IT processes, including Equity, Financial Reporting, Accounts Payable, Expenses, Revenue, Accounts Receivable, Tax, Cash, Debt, Fixed Assets, Inventory, Commissions, Entity-Level Controls, Human Resources/Payroll, and IT General Controls (change management, operations, and access security).
The Company lacked expertise and resources to analyze and properly apply U.S.
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The Company lacked internal resources to analyze and properly apply U.S.
−Removed: GAAP to accounting for financial instruments included in service agreements with select vendors.
−Removed: The Company has failed to implement controls around the following accounting processes:
−Removed: Equity, Financial Reporting, Accounts Payable, Expenses, Revenue, Accounts Receivable, Tax, Cash, Debt, Fixed Assets, Inventory, Commissions, Entity-Level, Human Resources/Payroll, and IT processes:
−Removed: change management, operations, access security.
−Removed: As such, we believe that accounting and IT processes and procedures need to be tested for operating effectiveness.
−Removed: As a result, management concluded that its internal control over reporting was not effective as of September 30, 2024.
+Added: GAAP to account for financial instruments included in service agreements with select vendors.
+Added: As a result, management concluded that its internal control over financial reporting was not effective as of March 31, 2025.
Remediation Plan
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This engagement aims to provide an estimated conclusion of value and a summary, restricted appraisal report to assist management in determining the fair value of warrants to purchase the Company’s stock, embedded derivatives, and other interests.
−Removed: Additionally, we engaged a third-party consultant to help design and document our internal controls and conduct a thorough risk assessment of our financial reporting processes .
We plan to remediate and implement these controls for high-risk processes throughout 2025.
−Removed: We have also hired a highly experienced Director of Internal Audit to review, adjust, as needed, and test our internal controls and ensure they function as intended.We recently acquired GRC (Governance, Risk, and Compliance) software from Workiva to support these efforts.
+Added: We hired a highly experienced Director of Internal Audit to review, adjust, as needed, and test our internal controls and ensure they function as intended.
+Added: We recently deployed Governance, Risk, and Compliance software from Workiva to support these efforts.
Furthermore, we plan to hire additional personnel and segregate certain duties to enhance our control activities and effectively mitigate risks.
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Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024, that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting, except as disclosed in “Remediation Plan” above.
+Added: There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025, that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting, except as disclosed in “Remediation Plan” above.
PART II — OTHER INFORMATION
LEGAL PROCEEDINGS
−Removed: For information regarding legal proceedings at September 30, 2024 , see Note 14 to the condensed consolidated financial statements, which information is incorporated herein by reference.
−Removed: RISK FACTORS.
+Added: For information regarding legal proceedings at March 31, 2025, see Note 17 to the condensed consolidated financial statements, which information is incorporated herein by reference.
There have been no material changes from our risk factors as previously reported in Part I, Item 1A “Risk Factors” in our 2024 Annual Report.
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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.