Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-03-23 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as disclosed below, we are not presently a party to any material legal proceedings. On February 4, 2026, the Vladimir Gusinsky Revocable Trust filed a stockholder class action complaint (the “Action”) against us and our directors in the Court of Chancery of the State of Delaware (the “Court”) asserting that (i) Article V, Section 2 of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides for a full term of three years for directors in violation of Section 211(b) of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) Article VI, Section 1 of the Certificate of Incorporation limits removal of directors only for cause in violation of Section 141(k) of the DGCL. On February 24, 2026, a stipulation and proposed consent judgment (the “Stipulated Judgment”) was filed with the Court regarding the Action, and on March 11, 2026, the Court approved the Stipulated Judgment, pursuant to which Article V, Section 2 and Article VI, Section 1 of the Certificate of Incorporation were determined to be in… Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria. Item 9A · disclosure controls · Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. | ||||||
| 2024-12-31 | 2025-03-20 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any material legal proceedings. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria. Item 9A · disclosure controls · Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. | ||||||
| 2023-12-31 | 2024-03-21 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any material legal proceedings. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria. Item 9A · disclosure controls · Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective. | ||||||
| 2022-12-31 | 2023-03-22 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any material legal proceedings. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria. Item 9A · disclosure controls · Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective. | ||||||
| 2021-12-31 | 2022-03-23 | none stated | not extracted | effective | remediated (prior year) | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any material legal proceedings. Item 9A · disclosure controls · Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures were effective. Item 9A · material weakness · Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of our registered public accounting firm due to an exemption provided by the JOBS Act for “emerging growth companies.” Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as follows: Material Weaknesses Remediation As previously reported, management recognized that the Company had material weaknesses in its internal control over financial reporting as of December 31, 2020. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.