3 unchanged sentences
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized, and reported as and when required, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure.
−Removed: Remediation of Material Weakness
−Removed: In connection with our audit of the financial statements for the year ended December 31, 2019, we and our independent registered public accounting firm determined that we had a material weakness in our internal control over financial reporting.
−Removed: The material weakness related to the failure to ensure timely application of the anti-dilution adjustment provisions contained in certain outstanding warrants.
−Removed: During the year ended December 31, 2020, we implemented enhanced procedures to remediate the deficiency in our internal controls over financial reporting that resulted in the material weakness.
−Removed: These procedures include adding personnel as well as redesigning existing quarterly control procedures to enhance management’s accounting for any derivative or convertible securities issued by the Company.
−Removed: The actions we took are subject to ongoing senior management review, as well as audit committee oversight.
−Removed: We have completed execution of our remediation plan and successfully remediated the material weakness in internal control over financial reporting described above as of December 31, 2020.
Changes in Internal Control over Financial Reporting
−Removed: Except for the remediation measures described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
29 unchanged sentences
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to our Form 8-K filed on February 1, 2017)
+Added: Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to our Form 8-K filed September 14, 2021)
Description of Company’s Common Stock
37 unchanged sentences
Form of Supplemental Note Exchange Agreement for 15% Note Holders between General Cannabis Corp and certain investors (incorporated by reference to Exhibit 10.4 to our Form 8-K filed December 30, 2020)
+Added: Agreement and Plan of Reorganization and Liquidation dated April 18, 2021 (Colorado) (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 21, 2021)
+Added: Agreement and Plan of Reorganization and Liquidation dated April 18, 2021 (Oregon) (incorporated by reference to Exhibit 10.2 to our Form 8-K filed April 21, 2021)
+Added: Asset Purchase Agreement between General Cannabis Corp, NBC Holdings LLC and Richard Cardinal dated July 16, 2021 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed July 21, 2021)
+Added: Offer Letter dated September 5, 2021 between the Company and Jessica Bast (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 10, 2021)
+Added: Employment Agreement dated September 9, 2021 between the Company and Timothy Brown (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 10, 2021)
+Added: Form of Securities Purchase Agreement – Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 14, 2021)
+Added: Form of Warrant (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 14, 2021)
+Added: Form of ‘A’ Warrant Amendment Agreement (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 21, 2021)
+Added: Form of ‘B’ Warrant Amendment (incorporated by reference to Exhibit 10.2 to our Form 8-K filed September 21, 2021)
+Added: Amendment to Employment Agreement dated October 1 2021 between the the Company and John Barker Dalton (incorporated by reference to Exhibit 10.1 to our Form 8-K filed October 4, 2021)
Code of Ethics (Incorporated by reference to Exhibit 14.1 to our Form 10-K filed March 31, 2017)
−Removed: Subsidiaries (incorporated by reference to Exhibit 21.1 to our Form 10-K filed May 14, 2020)
+Added: Letter from Marcum LLP dated July 20, 2021 (incorporated by reference to our Form 8-K filed July 22, 2021)
Consent of Marcum LLP
+Added: Consent of Haynie & Company
Certification pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 of Principal Executive Officer
11 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: /s/ Steven D.
−Removed: Chief Executive Officer
−Removed: April 1, 2021
+Added: /s/ Adam Hershey
+Added: Interim Chief Executive Officer
+Added: March 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Steven D.
+Added: /s/ Adam Hershey
Principal Executive Officer and Director
−Removed: April 1, 2021
−Removed: /s/ Diane Jones
+Added: March 25, 2022
+Added: /s/ Jessica Bast
Chief Financial Officer (Principal Financial and Accounting Officer)
−Removed: April 1, 2021
−Removed: April 1, 2021
+Added: March 25, 2022
+Added: March 25, 2022
/s/ John Barker Dalton
−Removed: April 1, 2021
+Added: March 25, 2022
John Barker Dalton
−Removed: /s/ Adam Hershey
−Removed: April 1, 2021
/s/ Richard C.
−Removed: April 1, 2021
+Added: March 25, 2022
+Added: /s/ Tim Brown
+Added: March 25, 2022
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.