What changed in this filing

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Item 4. Controls and Procedures

2023-02-13 compared with 2022-11-14 · 52 added, 46 removed, 1 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, an evaluation was

carried out under the supervision of and with the participation of our management, including the CEO and the Chief Financial Officer

(“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in

Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act).

Based on that evaluation, the CEO and the CFO have concluded that,

as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to

the material weakness in internal control over financial reporting described below.

Company’s disclosure controls and procedures have been designed to ensure that:

(i) information required to be disclosed

by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports

filed under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to

allow for accurate and timely decisions regarding required disclosure.

does not expect that our disclosure controls and procedures will prevent all error and all fraud.

The effectiveness of our or

any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that

the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing,

implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Weakness in Internal Control over Financing Reporting Existing as of September 30, 2022

material weakness is 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 our annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

management concluded that we did not maintain effective internal control over financial reporting as of September 30, 2022, due

to a material weakness relating to our controls, specifically, the Company’s controls over the accounting for non-routine

transactions were not adequately designed to ensure the consideration of all related relevant accounting guidance when such transactions

were recorded.

This material weakness resulted in the restatement of the Company’s consolidated financial statements as

of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021 and

March 31, 2022.

Additionally, this material weakness could result in a misstatement of the aforementioned account balances or

disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would

not be prevented or timely detected.

Plan for the Material Weakness

order to remediate the material weakness, the Company’s management plans to enhance the design of its control over the consideration

of all related relevant accounting guidance for the initial recording and subsequent measurements of non-routine transactions.

The material weakness cannot be considered remediated until the newly designed control activity operates for a sufficient period

of time and management has concluded, through testing, that all related relevant accounting guidance for non-routine transactions

has been considered in connection with the Company’s normal quarterly close and review procedures for each quarter.

the material weakness is remediated, we will continue to perform additional analyses and other post-closing procedures to ensure

that our consolidated financial statements are prepared in accordance with U.S.

in Internal Control over Financial Reporting

have been no changes in the Company’s internal control over financial reporting during the three months ended September

30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over

financial reporting.

— OTHER INFORMATION

Disclosure Controls and Procedures

At the end of the period covered by this

Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, an evaluation was carried out under the supervision of and

with the participation of our management, including the CEO and the Chief Financial Officer (“CFO”), of the effectiveness

of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the

Exchange Act).

Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Quarterly

Report, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial

reporting described below.

The Company’s disclosure controls

and procedures have been designed to ensure that:

(i) information required to be disclosed by us in reports that we file or submit

to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable

rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated

and communicated to management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding

required disclosure.

Management does not expect that our disclosure

controls and procedures will prevent all error and all fraud.

The effectiveness of our or any system of disclosure controls and

procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be

met and is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating controls

and procedures and the assumptions used in identifying the likelihood of future events.

Material Weakness in Internal Control

over Financing Reporting Existing as of December 31, 2022

A material weakness is 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 our annual or interim consolidated financial statements will not be prevented or detected on a timely

Our management concluded that we did not

maintain effective internal control over financial reporting as of December 31, 2022, due to a material weakness relating to our

controls, specifically, the Company’s controls over the accounting for non-routine transactions were not adequately designed

to ensure the consideration of all related relevant accounting guidance when such transactions were recorded.

This material weakness

resulted in the restatement of the Company’s consolidated financial statements as of and for Affected Periods.

Additionally,

this material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in

a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.

Remediation Plan for the Material Weakness

In order to remediate the material weakness,

the Company’s management plans to enhance the design of its control over the consideration of all related relevant accounting

guidance for the initial recording and subsequent measurements of non-routine transactions.

The material weakness cannot be considered

remediated until the newly designed control activity operates for a sufficient period of time and management has concluded, through

testing, that all related relevant accounting guidance for non-routine transactions has been considered in connection with the

Company’s normal quarterly close and review procedures for each quarter.

Until the material weakness is remediated, we will

continue to perform additional analyses and other post-closing procedures to ensure that our consolidated financial statements

are prepared in accordance with U.S.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s

internal control over financial reporting during the three months ended December 31, 2022, that have materially affected, or are

reasonably likely to materially affect, the Company’s 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.

What changed 10-Q

Item 4. Controls and Procedures