1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of
−Removed: our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as
−Removed: defined in Rule 13a-15 I of the Exchange Act) as of the end of the period covered by this report.
−Removed: Based on that evaluation, our
−Removed: Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the
−Removed: period covered by this report were not effective at a reasonable assurance level due to the material weaknesses in internal control
−Removed: over financial reporting described below.
−Removed: The Company’s disclosure controls and procedures are designed to provide reasonable
−Removed: assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded,
−Removed: processed, summarized and reported within the time periods specified in the SEC’s rules and forms;
−Removed: and (ii) accumulated and
−Removed: communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
−Removed: discussions regarding required disclosure.
−Removed: We believe that a control system, no matter how well designed and operated, cannot
−Removed: provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute
−Removed: assurance that all control issues and instances of fraud, if any, within a company have been detected.
+Added: Our management, with the participation of our
+Added: Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined
+Added: in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report.
+Added: Based on that evaluation, our Chief Executive
+Added: Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this
+Added: report were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting
+Added: described below.
+Added: The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information
+Added: required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported
+Added: within the time periods specified in the SEC’s rules and forms;
+Added: and (ii) accumulated and communicated to management, including our
+Added: Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
+Added: that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control
+Added: system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
+Added: a company have been detected.
Internal Control Over Financial Reporting
1 unchanged sentence
meet the requirements of our IPO, we determined that material weaknesses in our internal control over financial reporting existed during
−Removed: fiscal 2018 and remained unremediated as of June 30, 2022.
+Added: fiscal 2018 and remained unremediated as of March 31, 2023.
A material weakness is a deficiency or combination of deficiencies in internal
7 unchanged sentences
of duties within our financial reporting function including the preparation and review of journal entries.
+Added: In response to the material
+Added: weaknesses, we took a number of actions to improve our internal control over financial reporting and determined that as of March 31, 2023,
+Added: that although the controls that were designed have been implemented, the documentation and testing of such controls was not yet completed
+Added: sufficiently enough to conclude that the material weaknesses have been remediated.
Remediation Activities
1 unchanged sentence
the above-described material weaknesses.
−Removed: The following remedial actions have been taken during the quarter ended September 30, 2022:
+Added: The following remedial actions have been taken during the quarter ended March 31, 2023:
continue to strengthen our internal policies, processes, and reviews, including drafting of related documentation thereof;
−Removed: engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review
−Removed: developing internal control documentation and risk assessments along with engage outside consultants to assist in the design, implementation and documentation of internal controls to address the relevant risks
+Added: continue to engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review;
+Added: complete the internal control documentation with our consultants who have been engaged to assist in the design, implementation, and documentation of internal controls to address the relevant risks;
+Added: hired additional accounting resources with appropriate levels of experience, including a new chief financial officer in February of 2023
The process of implementing an effective financial
6 unchanged sentences
Additional time
−Removed: is required to complete implementation and to assess and ensure the sustainability of these procedures.
+Added: is required to complete this phase and to assess and ensure the sustainability of these procedures.
We believe the above actions will
1 unchanged sentence
remedial efforts.
−Removed: However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for
−Removed: a sufficient period of time and management has concluded that these controls are operating effectively.
+Added: However, the material weaknesses cannot be considered remediated until the applicable remedial controls have been documented
+Added: and tested such that management has concluded that these controls are operating effectively.
Changes in Internal Control Over Financial
Other than the applicable remediation efforts
−Removed: described in “Remediation Activities” above, there have been no changes in our internal control over financial reporting (as
−Removed: defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2022 that have materially affected, or are
−Removed: reasonably likely to materially affect, our internal control over financial reporting.
+Added: described in “Remediation of Previously Reported Material Weaknesses” above, there have been no changes in our internal control
+Added: over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the first quarter of 2023 that have
+Added: materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
−Removed: Legal Proceedings
−Removed: From time to time, we may become involved in legal proceedings
−Removed: arising in the ordinary course of our business.
−Removed: We are not currently aware of any such proceedings or claims that we believe will have,
−Removed: individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
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.