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 | 2026-03-31 | as filed | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · Our legal proceedings are discussed in Note 12 – Commitments and Contingencies in the notes to our consolidated financial statements in this Form 10-K. Item 9A · ICFR · Based on that evaluation and the foregoing, management concluded that due to the material weakness described above, our internal control over financial reporting was not effective as of December 31, 2025. Item 9A · disclosure controls · Based upon that evaluation, and because of the material weakness in our control over financial reporting as described below, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were not effective. | ||||||
| 2024-12-31 | 2025-03-06 | as filed | effective | effective | remediated (prior year) | EDGAR |
Item 3 · Our legal proceedings are discussed in Note 14 – Commitments and Contingencies in the notes to our consolidated financial statements in this Form 10-K. Item 9A · ICFR · Based on our evaluation under the framework Internal Control - Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2024. Item 9A · disclosure controls · Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024, our disclosure controls and procedures were effective. Item 9A · material weakness · Remediation of Previously Reported Material Weaknesses As previously disclosed, in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2024, during the preparation of our consolidated financial statements for the year ended December 31, 2023, management identified two material weaknesses in our internal control over financial reporting. | ||||||
| 2023-12-31 | 2024-04-01 | as filed | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · Our legal proceedings are discussed in Note 14 – Commitments and Contingencies in the notes to our consolidated financial statements in this Form 10-K. Item 9A · ICFR · Based on that evaluation and the foregoing, management concluded that due to the two material weaknesses described above, our internal control over financial reporting was not effective as of December 31, 2023. Item 9A · disclosure controls · Based upon that evaluation, and because of the material weaknesses in our control over financial reporting as described below, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, our disclosure controls and procedures were not effective. | ||||||
| 2022-12-31 | 2023-03-07 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · Our legal proceedings are discussed in Note 11 – Commitments and Contingencies in the notes to our consolidated financial statements in this Form 10-K. Item 9A · ICFR · Based on our evaluation under the framework Internal Control - Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2022. Item 9A · disclosure controls · Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2022, our disclosure controls and procedures were effective. | ||||||
| 2021-12-31 | 2022-03-08 | as filed | effective | effective | none in Item 9A | EDGAR |
Item 3 · Our legal proceedings are discussed in Note 11 – Commitments and Contingencies in the notes to our consolidated financial statements in this Form 10-K. Item 9A · ICFR · Based on our evaluation under the framework Internal Control - Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2021. Item 9A · disclosure controls · Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that as of December 31, 2021, 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.