A Dark Vector Cognition product

Item 4. CONTROLS AND PROCEDURES

4K characters. Original on sec.gov ·

Item 4. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this quarterly report

as such term is defined in Rules 13a-15(e)

and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

Based

on this evaluation, our management, including our principal executive

officer and principal financial officer,

concluded that our disclosure controls and procedures were effective as of June 29, 2024,

to ensure that all material

information required to be disclosed by us in reports that we file or submit

under the Exchange Act is accumulated

and communicated to them as appropriate to allow timely decisions

regarding required disclosure and that all such

information is recorded, processed, summarized and reported within the

time periods specified in the SEC’s rules

and forms, and the rules of the Nasdaq stock exchange.

Changes in Internal Control over Financial Reporting

On April 1, 2024, we acquired a 60% voting equity interest in TriMed Inc (“TriMed”),

a global developer of

solutions for the orthopedic treatment of lower and upper extremities, headquartered

in Santa Clarita, California.

The full integration of TriMed will extend beyond year-end and, therefore, we anticipate excluding TriMed from

our annual assessment of internal control over financial reporting as of

December 28, 2024, as permitted by related

SEC staff interpretive guidance for newly acquired businesses.

The combination of acquisitions (including TriMed), continued acquisition integrations and systems

implementation activity undertaken during the quarter and carried over

from prior quarters when considered in the

aggregate, represents a material change in our internal control over financial reporting.

During the quarter ended June 29, 2024,

post-acquisition integration related activities continued for our medical

and

dental subsidiaries acquired during prior quarters.

These acquisitions, the majority of which utilize separate

information and financial accounting systems, have been included

in our condensed consolidated financial

statements since their respective dates of acquisition.

We completed the systems implementation activities related to the integration of one of our U.S. dental subsidiaries

into our existing corporate ERP system and the upgrade of an ERP

system for one of our dental subsidiaries in the

Netherlands.

Also, we initiated systems implementation activities

related to warehouse operations improvements

for our France dental subsidiary.

Finally, we continued systems implementation activities for two of our dental

subsidiaries in the U.S. and Brazil, respectively.

All continued acquisition integrations and systems implementation activity

involve necessary and appropriate

change-management controls that are considered in our quarterly assessment of

the design and operating

effectiveness of our internal control over financial reporting.

The deficiencies in internal control over financial reporting identified

as of December 30, 2023 at the application

control level related to logical and user access management and segregation

of duties have continued to be the

subject of ongoing remediation including implementation of specific

action plans and the testing / validation of

control operating effectiveness, which continue to be expected to be completed prior

to year-end.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

PART

II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For a discussion of Legal Proceedings, see

Note 11–Legal Proceedings

of the Notes to the Condensed Consolidated

Financial Statements included under Item 1.

Previous: Item 3. QUANTITATIVE · Next: Item 1A. RISK FACTORS