What changed in this filing

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Item 4. Controls and Procedures

2026-08-11 compared with 2026-05-13 · 21 added, 51 removed, 6 unchanged (92% of the section changed)

Controls and Procedures

carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer

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

and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our principal executive

officer and principal financial officer concluded that, as of the end of the quarter covered in this report, our disclosure controls

and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange

Act of 1934 is recorded, processed, summarized and reported within the required time and 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 due to a material weakness in internal control over financial reporting.

material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board

Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We had the following

material weakness in internal control over financial reporting, characterized by the following:

have not designed written policies and procedures at a sufficient level of precision to support the operating effectiveness of the

controls to prevent and timely detect potential errors.

did not maintain adequate documentation to evidence the operating effectiveness of certain control activities.

did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes

associated with those systems.

address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated

financial statements included in our periodic reports filed with the SEC are prepared in accordance with generally accepted accounting

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.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the quarter covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time and 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 due to a material weakness in internal control over financial reporting.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We had the following material weakness in internal control over financial reporting, characterized by the following:

We have not designed written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls to prevent and timely detect potential errors.

We did not maintain adequate documentation to evidence the operating effectiveness of certain control activities.

We did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes associated with those systems.

To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in our periodic reports filed with the SEC are prepared in accordance with generally accepted accounting principles.

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.

Remediation Efforts

Management is committed to remediating the material

weaknesses described above.

During the three months ended March 31, 2026, the Company engaged an external CPA firm to augment its external

reporting review process.

Management is committed to remediating the material weaknesses described above.

During the six months ended June 30, 2026, the Company engaged an external CPA firm and an external consultant to augment its external reporting review process.

The Company’s remediation efforts are ongoing and include, among other things:

(i) formalizing written

policies and procedures for key financial reporting processes at a level of precision sufficient to support the operating effectiveness

of the related controls;

(i) formalizing written policies and procedures for key financial reporting processes at a level of precision sufficient to support the operating effectiveness of the related controls;

(ii) enhancing documentation practices to evidence the design and operating effectiveness of control activities;

and (iii) evaluating and implementing appropriate access controls and segregation of duties within key systems.

While the Company believes

these actions will remediate the identified material weaknesses, the material weaknesses will not be considered fully remediated until

the applicable controls have operated effectively for a sufficient period of time and management has concluded, through testing, that

the controls are operating effectively.

We will continue to monitor and evaluate the effectiveness of our remediation efforts in subsequent

in Internal Control Over Financial Reporting

January 2026, the Company appointed Jennifer Kartychak as Vice President of Finance and began transitioning certain finance and accounting

functions to internal personnel.

In connection with this transition, the Company implemented changes to certain processes and controls

relating to its financial reporting function.

Subsequent to March 31, 2026, Michael Johnston resigned as the Company’s Chief Financial Officer, Principal

Financial Officer and Principal Accounting Officer, and Ms.

Kartychak was appointed to such positions effective May 1, 2026.

does not currently believe these changes have materially affected,

or are reasonably likely to materially affect the Company’s internal control over financial reporting.

II OTHER INFORMATION

While the Company believes these actions will remediate the identified material weaknesses, the material weaknesses will not be considered fully remediated until the applicable controls have operated effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

We will continue to monitor and evaluate the effectiveness of our remediation efforts in subsequent periods.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION

Legal Proceedings

time to time, we are involved in lawsuits, claims, investigations, and proceedings, including pending opposition proceedings involving

patents that arise in the ordinary course of business.

We are not presently a party to any material pending or threatened legal proceedings,

nor do we have any knowledge of any such pending claims.

From time to time, we are involved in lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business.

We are not presently a party to any material pending or threatened legal proceedings, nor do we have any knowledge of any such pending claims.

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