WIDEPOINT CORP
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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FY2025 · Filed Mar 25, 2026
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Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, and as a result of the remediation efforts described below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting (ICOFR) was effective as of December 31, 2025, as a result of the remediation efforts described below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are not an “accelerated filer” or a “large accelerated filer”. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
Our system of ICOFR was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls over Financial Reporting
In response to our previously disclosed material weaknesses in internal control over financial reporting, which related to:
| · | Lack of maintaining certain components of the COSO framework, including elements of the risk assessment, control activities and monitoring activities components, relating to: (i) identifying and assessing changes that could significantly impact internal control; (ii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (iii) performing ongoing evaluations to ascertain whether the components of internal controls are present and functioning, |
| · | Lack of designing and maintaining effective management review controls relating to its accounting for unbilled accounts receivable, |
| · | Lack of designing and maintaining effective controls to timely document and evaluate revenue contract terms and the related revenue recognition accounting conclusions when entering significant revenue contracts. |
The below remedial actions were implemented during the year ended December 31, 2025:
The Company implemented remediation measures designed to address the identified material weaknesses, including:
| · | Enhanced revenue recognition policies, procedures, and documentation requirements, including formalized management review controls over unbilled accounts receivable and revenue accruals; |
| · | Strengthened controls over the documentation, evaluation, and approval of contract terms and revenue recognition conclusions at contract inception and upon the occurrence of significant contract modifications or changes in customer circumstances; |
| · | Implemented additional monitoring controls to identify and assess customer-specific developments that may impact revenue recognition estimates; |
| · | Provided targeted training to finance, operations, and contract management personnel regarding revenue recognition requirements and internal control responsibilities; and |
| · | Utilized third-party consultants to assist management in evaluating the design and operating effectiveness of the enhanced controls. |
Management completed its documentation, testing and evaluation of the design and operating effectiveness of the remedial controls and determined that, as of December 31, 2025, these controls have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that the previously identified material weaknesses have been remediated.
Except as set forth above, there were no changes in the Company’s ICOFR during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR.
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