Exyn Technologies, Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 19, 2026
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2026. Based on this evaluation, and because (i) the material weaknesses in our internal control over financial reporting previously disclosed in our Registration Statement on Form S-1 had not been fully remediated as of June 30, 2026, and (ii) a new material weakness was identified in connection with an internal investigation conducted by the Audit Committee of our Board of Directors, with the assistance of outside counsel, into allegations that Brandon Torres Declet, our former Chief Executive Officer and Chairman of the Board, used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in our books and records, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of that date.
Management continues to implement remediation measures to address both the previously existing material weaknesses in our internal control over financial reporting disclosed in our Registration Statement on Form S-1 and the new material weakness identified in connection with the internal investigation described above. For the previously existing material weaknesses, these measures include enhancements to governance, accounting, and financial reporting processes. In connection with the internal investigation, management determined that our internal controls were ineffective because we did not maintain effective controls over (i) the review and approval of executive expense reports and credit card charges, (ii) the classification and recording of expenses charged by senior executives on Company-issued credit cards, and (iii) the operation of the Company’s control environment as it relates to the ethical conduct and oversight of senior management, including controls designed to address the risk of management override.
Management has commenced the development of a remediation plan to address the newly identified material weakness, which will include:
| ● | enhancing policies and procedures for Company-issued credit cards with independent review of executive officer charges, including additional segregation of duties requiring charges by the Chief Executive Officer to be reviewed by the Chief Financial Officer and the Audit Committee Chair; |
| ● | engaging an independent third party to perform a review and redesign of expense controls; |
| ● | ensuring that individuals responsible for internal controls receive mandatory periodic training to support control implementation and effectiveness; |
| ● | conducting a full review of the Company’s compliance and governance policies and procedures in order to assess and recommend potential changes, as appropriate, for the Board’s review and approval, including refreshing compliance policies and procedures, including the Company’s whistleblower and ethics reporting mechanisms, Code of Conduct and Corporate Governance Guidelines; and |
| ● | ensuring proper tone at the top which mandates and supports clear, regular, and unambiguous reporting to senior management and the Audit Committee, which in turn will increase transparency and oversight with respect to audit findings, remediation state and control effectiveness metrics. |
Changes in Internal Control over Financial Reporting
Other than the remediation activities related to the previously identified material weaknesses and the commencement of remediation activities related to the newly identified material weakness described above, there were no changes in our internal control over financial reporting during the three and six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Restatement
As previously disclosed, the Company restated its consolidated balance sheet as of December 31, 2025, to reclassify approximately $3.5 million of notes payable under the WAB Loan Agreement from long-term to current liabilities. The reclassification was required because a December 2025 modification and forbearance agreement accelerated the maturity of the obligation to June 2026, such that the Company no longer had the right to defer settlement for at least one year from the balance sheet date. The restatement had no effect on the Company’s previously reported consolidated statements of operations, stockholders’ deficit, total liabilities, or cash flows.
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