The Company intends to promptly amend (i) its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (the “Original Form 10-K”), which amended report will include summarized restated financial information for each of the quarterly periods in 2022 and 2023, and (ii) its Quarterly Reports on Form 10-Q filed with the SEC on each of May 8, 2024 and August 8, 2024 (the “Original Form 10-Qs”), which will include restated financial statements for the corresponding 2023 quarterly and year-to-date periods. In those amended reports, the Company will also revise the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections to reflect the restated financial statements covered by such reports, as necessary. The Company intends to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which will include restated financial statements for the quarter and year-to-date period ended September 30, 2023, as promptly as possible following the filing of the amended Original Form 10-K and the amended Original Form 10-Qs.
The Audit Committee and Company management have discussed with EY the matters disclosed in this Item 4.02(a).
This report (including the exhibit hereto) contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein or in the attached exhibit that do not describe historical facts, including, among others, statements regarding the expected impact of the Restatement, including on the Company’s overall business operations, are based on management’s current expectations and beliefs and are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, that the Company may have underestimated the scope and impact of the Restatement, risks and uncertainties around the effectiveness of the Company’s internal control over financial reporting, the risk that the Company’s restated financial statements may take longer to complete than expected, as well as those risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission (the “Commission”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Current Reports on Form 8-K, its Quarterly Reports on Form 10-Q, including for the quarters ended March 31, 2024 and June 30, 2024, and in any subsequent filings with the SEC, which are available at the SEC’s website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect the Company’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. As noted above, investors are cautioned that the financial statements for the Non-Reliance Periods, and, as a result, related investor communications, should no longer be relied upon; such communications include earnings releases, press releases, shareholder communications, investor presentations and other communications describing relevant portions of the financial statements for the Non-Reliance Periods.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.