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Item 9A. Controls and Procedures

2023-07-27 compared with 2022-07-14 · 38 added, 28 removed, 161 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures .

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms;

and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

In connection with the filing of this Annual Report on Form 10-K, the Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.

Based on their evaluation, the Company’s chief executive officer and chief financial officer have concluded that, as of April 30, 2023, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

1 unchanged sentence

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management ’ s Annual Report on Internal Control over Financial Reporting

Remediation of Previously Reported Material Weaknesses

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022.

Based on this evaluation, the Company’s management initially concluded and disclosed in the 2022 Form 10-K that the Company’s internal control over financial reporting was effective as of April 30, 2022.

However, as previously disclosed in the 2022 Form 10-K, management conducted a re-assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022.

In conducting its re-assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022, management concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2022, because of certain previously unidentified material weaknesses in internal control over financial reporting related to the presentation of contract assets and contract liabilities on the consolidated balance sheet.

The material weaknesses were largely due to the calculations, and errors related to the presentation of contract assets and contract liabilities.

In response, the Company implemented the following remediation steps to address the material weaknesses:

The Company used additional checks and balances surrounding the calculations and formulas used, as well as additional verification checks regarding the presentation of contract assets and contract liabilities to comply with current reporting requirements.

As of April 30, 2023, the Company’s management believes the identified material weaknesses have been remediated.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

2 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2022.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2023.

In making this assessment, management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of April 30, 2022.

Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of April 30, 2023.

Financial Reporting

As of result of a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, among other things, permanently exempted non-accelerated filers, such as us, from complying with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires an issuer to include an attestation report from an issuer’s independent registered public accounting firm on the issuer’s internal control over financial reporting, this annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.

Management’s report on internal control over financial reporting is not subject to attestation by our registered public accounting firm.

Changes in Internal Control over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as set forth above, there has been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

39 unchanged sentences

Included in Part II of this report:

Report of Independent Registered Public Accounting Firm (BDO USA, LLP;

Report of Independent Registered Public Accounting Firm ( BDO USA, P.A.

Melville, NY ;

39 unchanged sentences

Promissory Note, dated April 12, 2020, by and between Registrant and JPMorgan Chase Bank, N.A.

Settlement and Release Agreement, dated September 21, 2021, by and among Martin B.

Bloch, Tatiana Bloch, Anna Sophia Bloch, a minor, by her guardian Martin B.

Bloch, Anna Kochurova, Valery Kacharau, Jerry Bloch, Helen Bloch, Marlon Bishop, Chloe Bishop, Megan Wylie, the Company, the Compensation Committee of the Board of Directors of the Company, Dr.

Sloane, Richard Schwartz, Gen.

Lord, USAF (ret.), Jonathan Brolin, and Russell M.

List of Subsidiaries of Registrant

Filed herewith

Consent of BDO USA, LLP

Consent of BDO USA, P.A.

Filed herewith

17 unchanged sentences

Filed with the SEC as Exhibit 3.3 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1985, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.16 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1986, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 3.4 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1987, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.24 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1989, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1989, which exhibit is incorporated herein by reference.

Filed with the SEC as an exhibit, numbered as indicated above, to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1990, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1990, which exhibit is incorporated herein by reference.

[Intentionally Omitted]

7 unchanged sentences

Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 1998, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No.

1 unchanged sentence

Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2018, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.17 to Amendment No.

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2018, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.18 to Amendment No.

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2018, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

[Intentionally Omitted]

4 unchanged sentences

Filed with the SEC as Exhibit 10.11 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2020, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 4.2 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2021, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to the quarterly report of the Registrant on Form 10-Q, File No.

1-8061, for the quarter ended October 31, 2021, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 21 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2022, which exhibit is incorporated herein by reference.

Form 10-K Summary.

3 unchanged sentences

Thomas McClelland

Interim President and CEO and Chief Scientist

President and Chief Executive Officer

(Principal Executive Officer)

6 unchanged sentences

Lead Independent Director

July 27, 2023

Jonathan Brolin

/s/ Richard Schwartz

July 27, 2023

Richard Schwartz

1 unchanged sentence

Chairman of the Board

July 27, 2023

/s/ GEN Lance W.

Lord, USAF, ret

July 27, 2023

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-K

Item 9A. Controls and Procedures