2 unchanged sentences
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
−Removed: do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.
+Added: We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.
Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
4 unchanged sentences
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our condensed consolidated financial statements for external purposes in accordance with U.S.
+Added: Our internal control over financial reporting is a process
+Added: Evaluation of Disclosure Controls and Procedures (continued)
+Added: designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our condensed consolidated financial statements for external purposes in accordance with U.S.
Internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or overriding of controls.
Because of the inherent limitations, only reasonable assurance with respect to financial statement preparation and presentation can be provided and misstatements may not be prevented or detected.
−Removed: Management evaluated the design and effectiveness of the Company’s internal control over financial reporting as of June 30, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework 2013.
−Removed: Based on its evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to material weaknesses in our internal control over financial reporting.
+Added: Management evaluated the design and effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework 2013.
+Added: Based on its evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2024 due to material weaknesses in our internal control over financial reporting.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
1 unchanged sentence
As a result of these deficiencies, material misstatements were identified and corrected in the consolidated financial statements as of and for the year ended December 31, 2023.
−Removed: Because there is a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis, we concluded the deficiencies represent material weaknesses in our internal control over financial reporting and our internal controls over financial reporting was effective as of June 30, 2024.
−Removed: Our Chief Executive Officer and Chief Financial Officer have taken additional steps to support that the condensed consolidated financial statements as of and for the six-month period ended June 30, 2024 are presented fairly in accordance with U.S.
+Added: Because there is a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis, we concluded the deficiencies represent material weaknesses in our internal control over financial reporting and our internal controls over financial reporting was not effective as of September 30, 2024.
+Added: However, we have been in the process of remediating the internal control integrated framework in order to address this weakness.
+Added: In addition, we have hired additional technical accounting consultants to assist with any knowledge gaps to address the deficiencies.
+Added: Our Chief Executive Officer and Chief Financial Officer have taken additional steps to support that the condensed consolidated financial statements as of and for the nine-month period ended September 30, 2024 are presented fairly in accordance with U.S.
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Remediation Plan
−Removed: Subsequent to the year ended December 31, 2023, and under the direction of our Chief Executive Officer and Chief Financial Officer, we have been developing a comprehensive plan to remediate the identified material weaknesses.
+Added: Subsequent to the year ended December 31, 2023, and under the direction of our Chief Executive Officer and Chief Financial Officer, we have been developing and implementing a comprehensive plan to remediate the identified material weaknesses.
We began implementing certain measures as part of the remediation plan including:
−Removed: (i) development of a detailed remediation plan addressing the material weaknesses related to the control environment, risk assessment and monitoring, (ii) institution of policies and processes to support the functioning of internal controls over financial reporting, (iii) design of a comprehensive risk assessment process, (iv) installation of new ERP system (v) hiring/outsourcing of individuals with appropriate skills and experience.
+Added: (i) development of a detailed remediation plan addressing the material weaknesses related to the control environment, risk assessment and monitoring, (ii) institution of policies and processes to support the functioning of internal controls over financial reporting, (iii) design and implementation of a comprehensive risk assessment process, (iv) installation of new ERP system (v) hiring/outsourcing of individuals with appropriate skills and experience.
The material weaknesses being addressed by the above-mentioned remediation plan will not be considered remediated until the applicable controls operate for a sufficient period of time, and management concludes, through testing, that these controls are operating effectively.
2 unchanged sentences
In addition, new material weaknesses may be discovered that require additional time and resources to remediate.
−Removed: Until the remediation is complete, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S.
+Added: Until the remediation is complete, we plan to continue to perform additional analyses and other procedures to ensure that our condensed consolidated financial statements are prepared in accordance with U.S.
PART II – OTHER INFORMATION
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.