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 |
|---|---|---|---|---|---|---|
| 2026-04-30 | 2026-08-19 | described here | not extracted | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, the Company is involved in legal proceedings, claims, investigations, and regulatory matters arising in the ordinary course of business. While the outcome of such matters cannot be predicted with certainty, management does not believe that any currently pending matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. The Company records liabilities for legal contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a loss contingency is reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, the nature of the contingency is disclosed when required by applicable accounting standards. Litigation and other legal matters are inherently uncertain, and adverse outcomes could occur that may have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows in a future period. Item 9A · disclosure controls · Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of April 30, 2026. Item 9A · material weakness · Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that the Company had an entity level material weakness in the application of the COSO framework which led to the following material weaknesses: When the deficiencies identified within each of the above areas are considered in the aggregate, these deficiencies rise to the level of material weaknesses. | ||||||
| 2025-04-30 | 2025-07-24 | described here | effective | effective | remediated (prior year) | EDGAR |
Item 3 · Litigation with Paragon Technologies, Inc. On October 10, 2023, Paragon Technologies, Inc. filed a complaint in the Court of Chancery of the State of Delaware against the Company, and the members of its Board of Directors, claiming certain breaches of their fiduciary duties. The complaint sought only injunctive relief against the Company, and not monetary damages, and therefore the financial exposure derived therein was limited to applicable legal fees and costs at that stage, which was material to fiscal year 2024. On November 2, 2023, Paragon sought leave to amend its complaint to add additional claims. The Court granted this motion for leave to amend, provided that the Court would not delay the hearing on the matters raised in the initial complaint, which was set for November 28, 2023. This hearing on the initial complaint was held and on November 30, 2023, the Court ruled in favor of the Company and denied Paragon’s motion for injunctive relief. On February 28, 2024, the Company successfully finalized its 2023 annual meeting of stockholders in spite of Paragon’s repeated attempts to contest the meeting. In an August 12, 2024 Press Release and its Form 10-Q report for the second… Item 9A · ICFR · Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of April 30, 2025. Item 9A · disclosure controls · Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of April 30, 2025. Item 9A · material weakness · Remediation of Previously Identified Material Weakness As previously disclosed in our Annual Report on Form 10-K for the year ended April 30, 2024, management identified material weaknesses in internal control over financial reporting related to control activities around stock-based compensation and risk assessment and design of controls related to inventory account balances and related disclosures. | ||||||
| 2024-04-30 | 2024-07-25 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · On June 16, 2023, Paragon Technologies, Inc., a Delaware corporation that is a shareholder of the Company (“Paragon”), informed the Company that Paragon was planning a proxy contest against the Company and intended to nominate candidates for election to the Company Board of Directors (the “OPT Board”) at the Company’s 2023 Annual Meeting (the “2023 Annual Meeting”). Subsequently, Paragon disclosed its intention to replace a majority of the six-member OPT Board with initially five purported nominees, including three members of the Paragon Board of Directors, and, thereby, seek control of the Company. In furtherance of Paragon’s threatened agenda, Paragon brought three litigation matters against the Company in the Delaware Court of Chancery. As clearly evidenced by the above, Paragon has filed three lawsuits against the OPT Board and the Company in an effort to seek control of the Company, without following appropriate governance standards and without offering fair value to the stockholders. In addition, Sham Gad, the CEO of Paragon has also maintained in public that the nature of Paragon’s proposed investment in the Company was “non-dilutive.” To that point, on April 24, 2024, Parag… Item 9A · ICFR · Based on its assessment, Management concluded that that our internal control over financial reporting was not effective as of April 30, 2024 due to the following: When the deficiencies identified within each of the above areas are considered in aggregate, these deficiencies rise to the level of material weaknesses. Item 9A · disclosure controls · Based on their evaluation, our CEO and CFO concluded that, as of April 30, 2024, our internal control over financial reporting and the Company’s disclosure controls and procedures were not effective. | ||||||
| 2023-04-30 | 2023-07-28 | described here | NOT effective | not extracted | disclosed | EDGAR |
Item 3 · Employment Litigation On June 10, 2014, the Company terminated Charles Dunleavy as its Chief Executive Officer for cause and removed him from the Board of Directors. In 2018, Mr. Dunleavy filed a demand for arbitration against the Company before the American Arbitration Association in New Jersey, claiming, among other things, that the Company breached its employment agreement with Mr. Dunleavy. The arbitration panel ultimately awarded Mr. Dunleavy compensatory damages in the amount of $438,254.54 for the breach of contract claim, plus additional attorneys’ fees, costs and prejudgment interest for a total award of $1,223,963.14. The Company paid this amount on May 26, 2021 and the matter is now closed. On June 10, 2014, the Company terminated Charles Dunleavy as its Chief Executive Officer for cause and removed him from the Board of Directors. Legal proceedings commenced in 2018 and an arbitration panel awarded Mr. Dunleavy a total amount of $1,2 million. The Company paid this amount on May 26, 2021 and the matter was closed. Spain Income Tax Audit The Company underwent an income tax audit in Spain for the period from 2011 to 2014, when our Spanish branch was closed. In connection w… Item 9A · ICFR · Based on their evaluation, our CEO and CFO concluded that, as of April 30, 2023, there was a material weakness in our internal control over financial reporting as described below and the Company’s disclosure and procedures were not effective. | ||||||
| 2022-04-30 | 2022-07-13 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · Employment Litigation On June 10, 2014, the Company terminated Charles Dunleavy as its Chief Executive Officer for cause and removed him from the Board of Directors. In 2018, Mr. Dunleavy filed a demand for arbitration against the Company before the American Arbitration Association in New Jersey, claiming, among other things, that the Company breached its employment agreement with Mr. Dunleavy. The arbitration panel ultimately awarded Mr. Dunleavy compensatory damages in the amount of $438,254.54 for the breach of contract claim, plus additional attorneys’ fees, costs and pre-judgment interest for a total award of $1,223,963.14. The Company paid this amount on May 26, 2021 and the matter is now closed. Spain Income Tax Audit The Company underwent an income tax audit in Spain for the period from 2011 to 2014, when our Spanish branch was closed. In connection with the tax audit, the Spanish tax inspector challenged the Company’s recognition of grant funds received in 2011 to 2014 from the European Commission in connection with the Company’s Waveport project. On July 30, 2018, the inspector concluded that although there was no tax owed in light of losses reported, the Company’s Spanis… Item 9A · ICFR · Based on this assessment using those criteria, management concluded that the Company’s internal control over financial reporting was effective as of April 30, 2022. Item 9A · disclosure controls · Based upon that evaluation, as of April 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. | ||||||
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.