What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-08 compared with 2023-03-13 · 22 added, 20 removed, 43 unchanged (49% of the section changed)

7 unchanged sentences

During the two fiscal years ended December 31, 2023 and 2022, and through the subsequent interim

period to the date of this Form 10-K, neither the Company, nor anyone on its behalf, consulted with Wolf & Company regarding any accounting

or auditing issues involving the Company, including (i) the application of accounting principles to a specified transaction, either completed

or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company;

or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related

instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

period to the date of this Form 10-K, neither the Company, nor anyone on its behalf, consulted with Wolf & Company regarding any

accounting or auditing issues involving the Company, including (i) the application of accounting principles to a specified transaction,

either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements

of the Company;

or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation

S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

August 8, 2022, our former independent registered public accounting firm, Marcum LLP (“Marcum”) notified us in writing that

25 unchanged sentences

March 31, 2022, were as follows:

(i) a lack of accounting resources required to fulfill US GAAP and SEC reporting requirements;

a lack of comprehensive US GAAP accounting policies and financial reporting procedures;

(iii) lack of adequate procedures and controls

to appropriately account for accounting transactions including liability and the valuation allowance on the deferred tax asset relating

to the net operating losses;

(i) a lack of accounting resources required to fulfill GAAP and SEC reporting requirements;

of comprehensive GAAP accounting policies and financial reporting procedures;

(iii) lack of adequate procedures and controls to appropriately

account for accounting transactions including liability and the valuation allowance on the deferred tax asset relating to the net operating

and (iv) a lack of segregation of duties given the size of the finance and accounting team.

Marcum stated that our disclosure did not include any reference to its resignation because of the impairment of its independence.

Marcum indicated that our disclosure did not provide disclosure of a reportable event under Item 304(a)(1)(v)(C) of Regulation S-K, as

Marcum indicated that information had come to its attention during the time period covered by Item 304(a)(1)(iv) of Regulation S-K, that

if further investigated may have caused Marcum to be unwilling to rely on management’s representations or be associated with our

financial statements;

however, due to the Marcum’s resignation as a result of the impairment of its independence, Marcum did not

conduct such further investigation.

In addition, Marcum stated that our

disclosure did not include any reference to its resignation because of the impairment of its independence.

Finally, Marcum indicated

that our disclosure did not provide disclosure of a reportable event under Item 304(a)(1)(v)(C) of Regulation S-K, as Marcum indicated

that information had come to its attention during the time period covered by Item 304(a)(1)(iv) of Regulation S-K, that if further investigated

may have caused Marcum to be unwilling to rely on management’s representations or be associated with our financial statements;

however, due to the Marcum’s resignation as a result of the impairment of its independence, Marcum did not conduct such further

investigation.

regards to Marcum’s August 23, 2022, letter as it relates to material weaknesses in our internal controls over financial reporting,

5 unchanged sentences

Prior to its resignation, Marcum did not inform the Audit Committee of the information stated in their letter

and if they had done so, we believe that we would have addressed any issues Marcum would have raised with the Audit Committee to the satisfaction

A copy of Marcum’s letter to the SEC required by Item 304(a) of Regulation S-K is included as Exhibit 16.1 to the registration

statement of which this report forms a part.

and if they had done so, we believe that we would have addressed any issues Marcum would have raised with the Audit Committee to the

satisfaction of Marcum.

A copy of Marcum’s letter to the SEC required by Item 304(a) of Regulation S-K is included as Exhibit 16.1

to the registration statement of which this report forms a part.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data