Item 1B. Unresolved Staff Comments
Item
1B. Unresolved Staff Comments
None.
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Item
1C. Cybersecurity
We
recognize the critical importance of maintaining the trust and confidence of business partners, employees and patients, toward our business
and are committed to protecting the confidentiality, integrity and availability of our business operations and systems. Our board of
directors is actively involved in oversight of our risk management activities, and cybersecurity represents an important element of our
overall approach to risk management. Our cybersecurity policies, standards, processes and practices are based on recognized frameworks
established by the UK governments’ National Cyber Security Centre and other applicable industry standards. In general, we seek
to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality,
security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats
and effectively responding to cybersecurity incidents when they occur.
Cybersecurity
Risk Management and Strategy; Effect of Risk
We
face risks related to cybersecurity such as unauthorized access, cybersecurity attacks and other security incidents, including as perpetrated
by hackers and unintentional damage or disruption to hardware and software systems, loss of data, and misappropriation of confidential
information. To identify and assess material risks from cybersecurity threats, we maintain a comprehensive cybersecurity program to ensure
our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring
for internal and external threats to ensure the confidentiality and integrity of our information assets. We consider risks from cybersecurity
threats alongside other company risks as part of our overall risk assessment process. We employ a range of tools and services, including
regular network and endpoint monitoring, audits, vulnerability assessments, and penetration testing to inform our risk identification
and assessment. As discussed in more detail under “Cybersecurity Governance” below, our audit committee provides oversight
of our cybersecurity risk management and strategy processes, which are led by our Chief Financial Officer.
We
also identify our cybersecurity threat risks by comparing our processes to standards set by the UK governments’ National Cyber
Security Centre. To provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks
from cybersecurity threats, and protect against and respond to cybersecurity incidents, we undertake the following activities:
● monitor
emerging data protection laws and implement changes to our processes that are designed to
comply with such laws;
● through
our policies, practices and contracts (as applicable), require employees, as well as third
parties that provide services on our behalf, to treat confidential information and data with
care;
● employ
technical safeguards that are designed to protect our information systems from cybersecurity
threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality
and access controls, which are evaluated and improved through vulnerability assessments and
cybersecurity threat intelligence;
● provide
regular training for our employees regarding cybersecurity threats as a means to equip them
with effective tools to address cybersecurity threats, and to communicate our evolving information
security policies, standards, processes and practices;
● leverage
the National Cyber Security Centre incident handling framework to help us identify, protect,
detect, respond and recover when there is an actual or potential cybersecurity incident;
and
● carry
information security risk insurance that provides protection against the potential losses
arising from a cybersecurity incident.
Our
response to an incident involves the coordination of activities to detect, respond to and recover from cybersecurity incidents, which
include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with
potentially applicable legal obligations and mitigate damage to our business and reputation.
As
part of the above processes, we regularly engage with consultants, auditors and other third parties , including having a third-party independent
qualified and accredited advisor review our cybersecurity program to help identify areas for continued focus, improvement and compliance.
Our
processes also address cybersecurity threat risks associated with our use of third-party service providers, including our suppliers and
manufacturers or who have access to patient and employee data or our systems. In addition, cybersecurity considerations affect the selection
and oversight of our third-party service providers. We perform diligence on third parties that have access to our systems, data or facilities
that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence. Additionally,
we would require those third parties, although there are currently none, that could introduce significant cybersecurity risk to us to
agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we
conduct as appropriate.
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We
describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents,
have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or
financial condition, under the risk factor heading “ Security incidents, loss of data and other disruptions could compromise
sensitive information related to our business or prevent us from accessing critical information and expose us to liability ”
which disclosures are incorporated by reference herein.
We
have no t experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial.
Cybersecurity
Governance; Management
Cybersecurity
is an important part of our risk management processes and an area of focus for our board of directors and management. The audit committee
of our board of directors is responsible for the oversight of risks from cybersecurity threats.
At
least annually, our audit committee receives an update from management of our cybersecurity threat risk management and strategy processes.
In such sessions, our audit committee generally receives materials that include a cybersecurity dashboard and other materials discussing
current and emerging material cybersecurity threat risks, and describing our ability to mitigate those risks, as well as recent developments,
evolving standards, technological developments and information security considerations arising with respect to our peers and third parties.
Our audit committee also receive prompt and timely information regarding any cybersecurity incident that meets establishing reporting
thresholds, as well as ongoing updates regarding any such incident until it has been addressed. To date, we have not experienced any
cyber security incident.
Members
of our audit committee are also encouraged to regularly engage in conversations with management on cybersecurity-related news events
and discuss any updates to our cybersecurity risk management and strategy programs. Material cybersecurity threat risks are also considered
during separate board meeting discussions of important matters like enterprise risk management, operational budgeting, business continuity
planning, mergers and acquisitions, brand management, and other relevant matters.
Our
cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Financial Officer.
Our Chief Financial Officer has been responsible for our IT functions for 20 years and has managed the IT function of companies generally
for the last 35 years. The management team members are informed about and monitor the prevention, mitigation, detection, and remediation
of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes
described above, including the operation of our incident response plan. As discussed above, the management team members report to the
audit committee of our board of directors about cybersecurity threat risks, among other cybersecurity related matters, periodically.