What changed in this filing

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Item 4. Controls and Procedures

2026-08-14 compared with 2026-05-15 · 17 added, 51 removed, 7 unchanged (91% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, with the

participation of our principal executive officer and principal financial officer, has performed an evaluation of the effectiveness of

our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this

report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our management, with the participation of our

principal executive and principal financial officer, has concluded that, as of March 31, 2026, our disclosure controls and procedures

were not effective in ensuring that the information required to be disclosed by us in the 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 the

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses in our internal controls over

financial reporting described below.

Management believes that the financial statements included in this

report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Our management, with the participation of our principal executive officer and principal financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our management, with the participation of our principal executive and principal financial officer, has concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the 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 the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses in our internal controls over financial reporting described below.

Management believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Material Weakness in Internal Control over Financial Reporting

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

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

identified the following material weaknesses in its internal control over financial reporting:

Company did not design and implement effective segregation of duties within the cash disbursement

process, which increased the risk of misappropriation of assets.

Although third-party consultants

assisted with financial reporting and supporting the audit and review processes, the former

CFO had the ability to initiate, record, and process transactions without sufficient independent

The limited number of accounting and finance personnel contributed to incompatible

duties being concentrated without sufficient independent oversight;

key entity-level and financial reporting controls, including processes to identify and assess

financial reporting risks (including fraud and m isappropriation of assets), manage

user and privileged access to systems supporting financial reporting and cash disbursements,

and perform review and approval of journal entries were not adequately designed or implemented

to mitigate this risk.

This was primarily driven by fraudulent actions of the former CFO,

which circumvented established processes, and was exacerbated by limited resources.

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

The Company identified the following material weaknesses in its internal control over financial reporting:

● The Company did not design and implement effective segregation of duties within the cash disbursement process, which increased the risk of misappropriation of assets.

Although third-party consultants assisted with financial reporting and supporting the audit and review processes, the former CFO had the ability to initiate, record, and process transactions without sufficient independent review.

The limited number of accounting and finance personnel contributed to incompatible duties being concentrated without sufficient independent oversight;

● Certain key entity-level and financial reporting controls, including processes to identify and assess financial reporting risks (including fraud and misappropriation of assets), manage user and privileged access to systems supporting financial reporting and cash disbursements, and perform review and approval of journal entries were not adequately designed or implemented to mitigate this risk.

This was primarily driven by fraudulent actions of the former CFO, which circumvented established processes, and was exacerbated by limited resources.

Remediation Plan and Activities

Our management, under the oversight of the Audit Committee, has developed

a plan to remediate the material weaknesses described above.

The remediation plan includes improving segregation of duties through organizational

changes, implementing controls requiring independent preparation and review of key financial reporting activities, and strengthening controls

over cash disbursements.

We will continue to evaluate and improve our internal control over

financial reporting to address this issue and ensure the effectiveness of our financial reporting processes.

Although we have taken steps

to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient

period of time and management has concluded, through testing, that the related controls are effective.

We will continue to monitor the

effectiveness of our remediation plan and refine the remediation plan as appropriate.

Our management, under the oversight of the Audit Committee, has developed a plan to remediate the material weaknesses described above.

The remediation plan includes improving segregation of duties through organizational changes, implementing controls requiring independent preparation and review of key financial reporting activities, and strengthening controls over cash disbursements.

We will continue to evaluate and improve our internal control over financial reporting to address this issue and ensure the effectiveness of our financial reporting processes.

Although we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

We will continue to monitor the effectiveness of our remediation plan and refine the remediation plan as appropriate.

Changes in Internal Control Over Financial Reporting

The Company has implemented certain changes in its internal controls,

including addition of qualified accounting personnel and the formalization of enhanced review and approval procedures for journal entries

and cash disbursements to remediate the material weakness described above.

Except as noted above, no change to the Company’s

internal control over financial reporting occurred during the three months ended March 31, 2026 that has materially affected, or

is reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

The Company has implemented certain changes in its internal controls, including addition of qualified accounting personnel and the formalization of enhanced review and approval procedures for journal entries and cash disbursements to remediate the material weakness described above.

Except as noted above, no change to the Company’s internal control over financial reporting occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II - OTHER INFORMATION

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.

What changed 10-Q

Item 4. Controls and Procedures