As disclosed in “Item 1A.
−Removed: Risk Factors” in the Form 10-K, there are a number of risks and uncertainties that could have a material adverse effect on the Company’s business, financial position, results of operations and/or cash flows.
−Removed: There are no material updates or changes to the Company’s risk factors since the filing of the Form 10-K, except for the following:
−Removed: The Company has identified material weaknesses in its internal control over financial reporting.
−Removed: The Company ’ s failure to establish and maintain effective internal control over financial reporting has resulted in a material misstatement of the audited consolidated financial statements in the Form 10-K and could result in material misstatements in its future consolidated financial statements.
−Removed: Additionally, the Company ’ s failure to establish and maintain effective internal control over financial reporting could result in the Company ’ s failure to meet its reporting and financial obligations, which in turn could have a negative impact on its financial condition.
−Removed: Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial statements.
−Removed: As more fully disclosed in Item 4.
−Removed: “Controls and Procedures,” in the course of preparing the condensed consolidated financial statements for the second quarter of fiscal 2023, ended October 31, 2022, the Company identified revisions related to the calculations, and errors related to the presentation of contract assets and contract liabilities in the Form 10-K.
−Removed: Following the identification of these prior errors and revisions, management re-evaluated the Company’s internal control over financial reporting as of April 30, 2022 and as of July 31, 2022 and identified certain deficiencies, which the Company concluded constituted material weaknesses in the Company’s internal control over financial reporting as of April 30, 2022 and for the three months ended July 31, 2022.
−Removed: Under standards established by the PCAOB, a material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: A material weakness in the design of monitoring controls indicates that the Company has not sufficiently developed and/or documented internal controls by which management can review and oversee the Company’s financial information to detect and correct material errors or that the personnel responsible for performing the review did not have the sufficient skill set or knowledge of the subject matter to perform a proper assessment.
−Removed: As a result of the material weaknesses, the Company’s management concluded that the audited consolidated financial statements included in the Form 10-K were materially misstated.
−Removed: The Company will file an amended Form 10-K/A for the fiscal year ended April 30, 2022.
−Removed: To remediate the material weaknesses, the Company is in the process of implementing certain changes to its internal controls and reviewing the control environment to help ensure that there are no other material weaknesses.
−Removed: The Company believes that its remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting.
−Removed: However, by April 30, 2023, the Company’s next annual reporting date, there may not be sufficient time to remediate all material weaknesses fully or, if fully remediated, to complete testing of the remediated controls.
−Removed: As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan.
−Removed: The Company cannot assure you, however, when it will remediate such weaknesses, nor can the Company be certain of whether additional actions will be required or the costs of any such actions.
−Removed: Moreover, the Company cannot assure you that additional material weaknesses will not arise in the future.
−Removed: Any failure to remediate the material weaknesses, or the development of new material weaknesses in the Company’s internal control over financial reporting, could result in future material misstatements in its consolidated financial statements and cause the Company to fail to meet its reporting and financial obligations, which in turn could have a negative impact on the Company’s financial condition.
−Removed: OTHER INFORMATION
+Added: Risk Factors” in the Form 10-K/A, there are a number of risks and uncertainties that could have a material adverse effect on the Company’s business, financial position, results of operations and/or cash flows.
+Added: There are no material updates or changes to the Company’s risk factors since the filing of the Form 10-K/A.
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3 unchanged sentences
The following materials from the Frequency Electronics, Inc.
−Removed: Quarterly Report on Form 10-Q for the quarter ended October 31, 2022 formatted in eXtensible Business Reporting Language (XBRL):
+Added: Quarterly Report on Form 10-Q for the quarter ended January 31, 2023 formatted in eXtensible Business Reporting Language (XBRL):
(i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
2 unchanged sentences
Pursuant to the requirements 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: December 20, 2022
FREQUENCY ELECTRONICS, INC.
+Added: March 17, 2023
/s/ Thomas McClelland
Thomas McClelland
−Removed: Interim President and Chief Executive Officer and Chief Scientist
+Added: President and Chief Executive Officer
(Principal Executive Officer)
3 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.