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 | 2026-03-26 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · On January 21, 2026, Andrew Schwartzberg filed a complaint (the “Complaint”) against the Company and Gene Mack in the United States District Court for the District of Delaware. The Complaint alleges that we and Mr. Mack failed to honor an alleged agreement to amend the exercise price of Mr. Schwartzberg’s outstanding warrants, which agreement the Complaint alleges was made to induce Mr. Schwartzberg’s further investment in the Company. Based on these allegations, the Complaint asserts claims of: (1) breach of contract against the Company; (2) fraudulent inducement against us and Mr. Mack; (3) fraud against us and Mr. Mack; and (4) negligent misrepresentation against us and Mr. Mack. The Complaint seeks the following relief: (1) a declaration that the agreement to reprice the warrants is valid and enforceable; (2) specific performance of the agreement to reprice Mr. Schwartzberg’s outstanding warrants; or (3) in the alternative, monetary damages in excess of $3.1 million. The response to the Complaint is due on March 31, 2026. We and Mr. Mack intend to vigorously defend against the action. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based upon the evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. | ||||||
| 2024-12-31 | 2025-03-27 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · On September 18, 2024, Matthias Alder (“Mr. Alder”) filed suit against us in the Circuit Court of Maryland for Montgomery County (the “Litigation”). On October 10, 2024, Mr. Alder amended the complaint in the Litigation to add Jeffrey Riley, a member of our board of directors, and Khalid Islam, Executive Chairman of the board of directors, as defendants. Mr. Alder served as our Chief Operating Officer and subsequently as Chief Executive Officer during his approximately two and a half year tenure with us beginning in October 2021. Mr. Alder’s employment with us was terminated on June 25, 2024. In connection with Mr. Alder’s departure, we entered into a separation and general release agreement with Mr. Alder on June 27, 2024 (the “Separation Agreement”). In his suit, Mr. Alder alleges, among other things, that we breached the Separation Agreement and employment agreement with Mr. Alder by failing to pay certain severance amounts as well as violated non-disparagement obligations to Mr. Alder. We are vigorously defending ourselves in the matter. If the lawsuit is not amicably resolved at a mediation session currently scheduled for March 31, 2025, we will consider filing counterclaims a… Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based upon the evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. | ||||||
| 2023-12-31 | 2024-03-26 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based upon the evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. | ||||||
| 2022-12-31 | 2023-03-23 | none stated | effective | effective | remediated (prior year) | EDGAR |
Item 3 · None. Item 9A · ICFR · Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective. Item 9A · disclosure controls · Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Item 9A · material weakness · Previously Reported Material Weakness As previously disclosed, in connection with the audit of our financial statements as of and for the year ended December 31, 2021, we identified a material weakness in our internal control over financial reporting related to lack of adequate procedures and controls to ensure that accurate financial statements can be prepared and reviewed on a timely basis. | ||||||
| 2021-12-31 | 2022-03-25 | none stated | not extracted | NOT effective | disclosed | EDGAR |
Item 3 · None. Item 9A · disclosure controls · Based upon that evaluation, as a result of the material weakness in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021. | ||||||
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.