7 unchanged sentences
We have carried out an evaluation as of the end of the period covered by this
−Removed: Q3 2022 10-Q under the supervision, and with the participation, of our management, including our interim Chief Executive Officer and President (who serves as our principal executive officer) and our Chief Financial Officer (who serves as our
−Removed: principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures.
−Removed: Based on that evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period
−Removed: covered by this Q3 2022 10-Q in providing reasonable assurance of achieving the desired control objectives due primarily to the material weaknesses discussed below.
−Removed: Management’s Plan for Material Weaknesses in Internal Control over Financial Reporting
−Removed: 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
−Removed: 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
−Removed: procedures critical to the accomplishment of financial reporting objectives.
−Removed: The accounting personnel and documentation deficiencies each increase the risk that a material misstatement of our financial statements will not be prevented or detected
−Removed: on a timely basis.
−Removed: Additionally, we were unable to timely file our Q1 2022 10Q with the SEC due to identifying errors in our financial statements reported in the Original 10-K for the years ended December 31, 2021
−Removed: and 2020 during our preparation of the financial statements for the quarter ended March 31, 2022.
−Removed: Management concluded that the errors were the result of accounting personnel’s’ lack of technical proficiency in complex matters.
−Removed: amendment to our Annual Report on Form 10-K/A for the years ended December 31, 2021 and 2020 on June 30, 2022 to correct the errors in our financial statements for the years ended December 31, 2021 and 2020 and for the quarters ended June 30,
−Removed: 2020, September 30, 2020, March 31, 2021, June 30, 2021 and September 30, 2021.
−Removed: See the Form 10-K/A for further detail on the restatement.
−Removed: Management is implementing measures designed to ensure that the deficiencies contributing to the ineffectiveness of our internal controls over financial reporting are promptly remediated, such
+Added: Quarterly Report on Form 10-Q 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 Chief Financial Officer (who served as
+Added: our principal financial officer through the end of the three month period ended March 31, 2023 and resigned from the Company effective May 4, 2023), of the effectiveness of the design and operation of our disclosure controls and procedures.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by
+Added: this Quarterly Report on Form 10-Q in providing reasonable assurance of achieving the desired control objectives due primarily to the material weakness discussed below.
+Added: Management’s Plan for Remediation of Material Weakness in Internal Control over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: Our internal control over financial reporting is a process designed to provide
+Added: reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: We were unable to timely file our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 with the SEC due to identifying errors in our financial statements reported in the
+Added: Annual Report on Form 10-K for the years ended December 31, 2021 and 2020 during our preparation of the financial statements for the quarter ended March 31, 2022.
+Added: Management concluded that the errors were the result of accounting personnel’s lack
+Added: of technical proficiency in complex matters.
+Added: We filed an amendment to our Annual Report on Form 10-K/A for the years ended December 31, 2021 and 2020 on June 30, 2022 to correct the errors in our financial statements for the years ended December
+Added: 31, 2021 and 2020 and for the quarters ended June 30, 2020, September 30, 2020, March 31, 2021, June 30, 2021 and September 30, 2021.
+Added: Management is implementing measures designed to ensure that the deficiencies contributing to the ineffectiveness of our internal control over financial reporting are promptly remediated, such
that the internal controls are designed, implemented and operating effectively.
The remediation actions include:
−Removed: hiring additional accounting personnel in a number, and with experience, to allow for proper segregation of duties and the accurate application of GAAP, including a chief financial officer, whom we hired in May of 2022;
−Removed: 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
−Removed: control over financial reporting, which;
+Added: enhancing the business process controls related to reviews over technical, complex, and non-recurring transactions;
providing additional training to accounting personnel;
consulting with an accounting advisor for technical, complex and non-recurring matters, with whom we have engaged and begun consulting.
+Added: The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these
+Added: controls are operating effectively.
We are committed to developing a strong internal control environment, and we believe the remediation efforts that we have implemented and will implement will result in significant improvements in
our control environment.
−Removed: Following indications of internal control deficiencies in early 2021, we hired our Vice President of Finance in the second quarter of 2021 to oversee all accounting and financial reporting matters, including implementing
−Removed: a framework for internal controls over financial reporting, a full-time controller at the beginning of 2022, and our chief financial officer in May of 2022.
−Removed: Also, during the fourth quarter of 2021, we engaged a third-party consulting firm with
−Removed: expertise in implementing the framework for internal controls over financial reporting, and we are making progress on developing this framework, including identifying key controls, creating process narratives or flowcharts, developing test plans,
−Removed: and testing of the key controls to ensure the framework is complete and effective.
−Removed: 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
−Removed: financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.
+Added: 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
+Added: taking further action and implementing additional enhancements or improvements, as necessary.
Changes in Internal Control over Financial Reporting
−Removed: Other than described above, there was no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our
−Removed: internal control over financial reporting.
+Added: Except for the actions intended to remediate the material weakness as described above, there was no change in our internal control over financial reporting during the most recent fiscal quarter
+Added: that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.