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 | 2026-04-15 | described here | NOT effective | not extracted | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. We do not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our consolidated results of operations or consolidated financial condition except claims by an investment bank that it is entitled to fees, claims which we have rigorously disputed. Item 9A · ICFR · Based on this assessment, management concluded that, due to the material weakness referred to in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our internal control over financial reporting was not effective and resulted in a material weakness as of December 31, 2025, related to certain transactions arising from the Acquisition. | ||||||
| 2024-12-31 | 2025-04-15 | described here | NOT effective | not extracted | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. We do not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition except claims by an investment bank that it is entitled to fees, claims which the Company has rigorously disputed. Item 9A · ICFR · Based on this assessment, management concluded that, due to the material weakness referred to in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our internal control over financial reporting was not effective as of December 31, 2024. | ||||||
| 2023-12-31 | 2024-04-01 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. We do not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition except a claim by an investment bank that it is entitled to fees, a claim which the Company rigorously disputes. Item 9A · ICFR · Based on this assessment, management concluded that, due to the material weakness described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our internal control over financial reporting was not effective as of December 31, 2023. Item 9A · disclosure controls · Based upon such evaluation, and due to the material weakness described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective. | ||||||
| 2022-12-31 | 2023-03-31 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. We do not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Item 9A · ICFR · Based on this assessment, management concluded that, due to the material weakness described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our internal control over financial reporting was not effective as of December 31, 2022. Item 9A · disclosure controls · Based upon such evaluation, and due to the material weakness described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this Annual Report on Form 10-K, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective. | ||||||
| 2021-12-31 | 2022-03-31 | described here | not extracted | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in litigation relating to claims arising from the ordinary course of business. We do not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition. Item 9A · disclosure controls · Based upon such evaluation, and due to the material weakness described elsewhere in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not 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.