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We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019, the end of the period covered by this report.
−Removed: Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2019.
−Removed: Internal Control over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
−Removed: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
−Removed: Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors;
−Removed: Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
−Removed: Because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.
−Removed: Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Assessment of Internal Control over Financial Reporting
−Removed: Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2019.
−Removed: In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
−Removed: Based on managements assessment, management concluded that its internal control over financial reporting was effective as of September 30, 2019, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
+Added: We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020, the end of the period covered by this report.
+Added: Based on that evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer have concluded that, our disclosure controls and procedures were not effective as of March 31, 2020 because of a material weakness in our internal control over financial reporting as more fully described in Part II - Item 9A of the Annual Report on Form 10-K/A for the year ended December 31, 2019.
+Added: Restatement of Consolidated Financial Statements
+Added: On July 1, 2020, the audit committee of the board of directors and management of the Company concluded that the Companys previously issued audited consolidated financial statements for the year ended December 31, 2019, should no longer be relied upon because of an error in the Companys accounting for the 2019 Warrants.
+Added: As previously described, the error relates to the determination of the number of shares of common stock subject to the 2019 Warrants as of December 31, 2019 as a result of certain anti-dilution adjustment provisions contained in the 2019 Warrants.
+Added: This Amendment restates the Companys audited consolidated financial statements for the year ended December 31, 2019 to correctly account for the anti-dilution adjustment provisions contained in the 2019 Warrants.
Changes in Internal Control over Financial Reporting
+Added: Management recognizes the Companys operations and business have been disrupted to an unprecedented degree due to the conditions surrounding the COVID-19 pandemic spreading throughout the United States.
+Added: These disruptions have resulted in limited access to the Companys facilities and have interfered with managements ability to work with its independent accountants, professional advisors and support staff in order to complete the Companys financial statements and related disclosures.
+Added: Management is also making necessary changes to the Companys internal control environment and policies and procedures to improve the overall effectiveness of the Companys internal control in light of the disruptions caused by the ongoing COVID-19 pandemic.
+Added: Remediation Plan
+Added: Management has developed a remediation plan to address the material weakness.
+Added: Implementation of the remediation plan consists of redesigning existing quarterly control procedures to enhance managements accounting for any derivative or convertible securities issued by the Company.
+Added: Management believes the foregoing efforts will effectively remediate the material weakness.
+Added: As the Company continues to evaluate and work to improve its internal control over financial reporting, management may execute additional measures to address potential control deficiencies or modify the remediation plan described above.
+Added: Management will continue to review and make necessary changes to the overall design of the Companys internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.
OTHER INFORMATION
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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.