What changed in this filing

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Item 4. Controls and Procedures

2021-08-13 compared with 2021-05-17 · 30 added, 14 removed, 4 unchanged (92% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed in our Exchange Act

reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our

principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the

desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation as of the end of the period covered by this report under the

supervision and with the participation of our management, including our Chief Executive Officer and President (who serves as our principal executive officer and principal financial officer), of the effectiveness of the design and operation of our

disclosure controls and procedures.

Based on our evaluation and subject to the foregoing, our Chief Executive Officer and President (who serves as our principal executive officer and principal financial officer) concluded that our disclosure controls

and procedures were effective as of March 31, 2021 providing reasonable assurance of achieving the desired control objectives.

We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Securities

Exchange Act of 1934, designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required

In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and

We have carried out an evaluation as of the end of the period covered by this report under the supervision and with the participation of our management, including our Chief Executive Officer and President (who serves as our

principal executive officer) and our Vice President of Finance (who serves as our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures.

Upon completion of the Merger in March 2021 and the resulting change in our business model and strategy, we

experienced a complete turnover of our employees, including all of the members of our executive management team, which resulted in, among other things, our having insufficient accounting staff available to enable and ensure adequate segregation

of duties and our lacking appropriate and complete documentation of policies and procedures critical to the accomplishment of financial reporting objectives.

The accounting personnel and documentation deficiencies each increase the risk that a

material misstatement of our financial statements will not be prevented or detected on a timely basis.

Based on this evaluation, our Chief Executive Officer and President and our Vice President of Finance concluded that, as of June 30, 2021,

our disclosure controls and procedures were not effective and did not provide reasonable assurance of achieving the desired control objectives.

Management plans to implement measures designed to ensure that the deficiencies contributing to the

ineffectiveness of our disclosure controls and procedures are remediated, such that the controls and procedures are designed, implemented and operating effectively.

The remediation actions planned include:

hiring and employing additional accounting personnel in a number, and with experience, to allow for proper segregation of duties;

developing and implementing, and then monitoring the effectiveness of, written policies and procedures required to achieve our financial reporting objectives in a

timely manner, including policies and procedures relating to internal control over financial reporting.

We are committed to developing a strong internal control environment, and we believe the remediation efforts that

we will implement will result in significant improvements in our control environment.

We hired our Vice President of Finance in the second quarter of 2021 to oversee all accounting and financial reporting matters, including implementing a

framework for internal controls over financial reporting.

Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an

ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the three months ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

We will continue to review and document our disclosure controls and procedures, including our internal control over financial reporting and may from time to time make changes to enhance their effectiveness and ensure

that our systems evolve with our business.

Other than described above, there was no change in our internal control over

financial reporting during the three months ended June 30, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We will continue to review and document our disclosure

controls and procedures, including our internal control over financial reporting, and may from time to time make changes to enhance their effectiveness and ensure that our systems evolve with our business.

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.

What changed 10-Q

Item 4. Controls and Procedures