Controls and Procedures.
−Removed: Evaluation of disclosure controls and procedures .
−Removed: Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of December 31, 2022, our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Management's report on internal control over financial reporting.
5 unchanged sentences
Management's evaluation included such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
−Removed: Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
−Removed: This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.
+Added: Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023, because of the material weaknesses identified below.
+Added: This annual report does not include an attestation report of the Company’s independent
+Added: registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm, as allowed by the SEC.
+Added: During the period ended December 31, 2023, management identified a material weakness in our internal control over financial reporting because we failed to design and implement adequate internal controls over financial reporting as it relates to the proper fair value methodologies and assumptions used to value Level 3 instruments.
+Added: Our management, with oversight from our Audit Committee, is in the process of developing and implementing remediation plans in response to the identified material weakness.
+Added: During the period ended December 31, 2023, management identified a material weakness in our recording of stock - based compensation because we failed to design and implement adequate internal controls over the recording of such transactions.
+Added: Our management has developed a remediation plan that will allow such transactions to be properly recorded in the future through the implementation of a control design change and the addition of personnel to the accounting function.
+Added: This remediation plan, with oversight from our Audit Committee, is in the process of implementation in response to the identified material weakness.
+Added: During the period ended December 31, 2023, management also identified a material weakness in our internal control over financial reporting as a result of the limited number of staff in our finance and accounting function.
+Added: It is difficult to design and maintain appropriate segregation of duties in the initiation, recording, and approval of transactions within financial systems with a limited number of personnel.
+Added: This, coupled with management having not designed and maintained user access controls that adequately restrict user and privileged access to financial applications, and the absence of sufficient other mitigating controls, created a segregation of duties weakness which could potentially have resulted in a material misstatement.
+Added: Management has identified remediation actions that require the addition of personnel to the finance and accounting function, which will allow the Company to design the control environment in a manner that provides effective segregation of duties, beginning with personnel having been added to the finance function in early 2024.
+Added: The material weaknesses described herein did not result in any identified material misstatements in the consolidated financial statements, and there were no changes to our historical consolidated financial statements.
+Added: Notwithstanding such material weaknesses, our consolidated financial statements and other financial information included in this Annual Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Changes in internal control over financial reporting.
−Removed: There have not been any significant changes in the Company’s internal control over financial reporting.
+Added: There have not been any significant changes in the Company’s internal control over financial reporting other than the material weaknesses and related remediation measures as described above.
Important Considerations.
58 unchanged sentences
Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934
+Added: March 9, 2023
Form of Restricted Common Stock Agreement**
84 unchanged sentences
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.