What changed in this filing

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Item 4. Controls and Procedures

2023-06-08 compared with 2023-06-08 · 58 added, 62 removed, 40 unchanged (75% of the section changed)

1 unchanged sentence

Controls and Procedures (Restated)

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 concluded at the time that the Original Form 10-Q was filed 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 relating to the Company’s controls over accounting for

non-routine transactions described below.

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 concluded at the time

that the Original Form 10-Q was filed 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 relating to the Company’s controls over accounting

for non-routine transactions described below.

Subsequent to that evaluation, the Company

identified an additional error, requiring the restatement of the Company’s condensed consolidated financial statements as

of and for the three months ended September 30, 2022 and the three and six months ended December 31, 2022, which was partially

caused by the same material weakness in internal control over financial reporting that management had concluded existed as of December

31, 2022 at the time the Original Form 10-Q was filed.

In addition, subsequent to the evaluation of the effectiveness of the design

and operations of our disclosure controls and procedures conducted at the end of the period covered by this Quarterly Report, management

concluded that two other material weaknesses in internal control over financial reporting existed as of December 31, 2022, as described

As a result, the CEO and CFO have reaffirmed their conclusion 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 weaknesses in internal control over financial

reporting described below.

of and for the three months ended September 30, 2022, which was partially caused by the same material weakness in internal control

over financial reporting that management had concluded existed as of September 30, 2022 at the time the Original Form 10-Q was

In addition, subsequent to the evaluation of the effectiveness of the design and operations of our disclosure controls and

procedures conducted at the end of the period covered by this Quarterly Report, management concluded that two other material weaknesses

in internal control over financial reporting existed as of September 30, 2022, as described below.

As a result, the CEO and CFO

have reaffirmed their conclusion 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 weaknesses in internal control over financial reporting described below.

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

9 unchanged sentences

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

Weaknesses in Internal Control over Financing Reporting Existing as of December 31, 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.

Material Weaknesses in Internal Control

over Financing Reporting Existing as of September 30, 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 the previously

disclosed material weakness relating to the Company’s controls over the accounting for non-routine transactions continued

to exist as of December 31, 2022.

Specifically, such controls were not adequately designed to ensure the consideration of all related

relevant accounting guidance when such transactions were recorded.

to exist as of September 30, 2022.

Specifically, such controls were not adequately designed to ensure the consideration of all

related relevant accounting guidance when such transactions were recorded.

As disclosed in the Company’s Amendment No.

10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, the Company’s Quarterly Report on Form

10-Q for the quarterly period ended September 30, 2022 and its Amendment No.

1 on Form 10-Q/A to its Quarterly Report on Form 10-Q

for the quarterly period ended September 30, 2022, and in the Original Form 10-Q, 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.

on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and in the Original Form 10-Q, 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.

The Company identified an additional error

1 unchanged sentence

The error required the restatement

of the Company’s condensed consolidated financial statements as of and for the three months ended September 30, 2022 and

the three and six months ended December 31, 2022, as discussed in Note 3.

The Company determined that the error was partially caused

by the same material weakness that existed as of June 30, 2022 and that was determined to exist as of both September 30, 2022 and

December 31, 2022 at the time the Original Form 10-Q was filed.

Therefore, the material weakness discussed above continued to exist

as of December 31, 2022.

In addition to the material weakness discussed

above, our management concluded that two other material weaknesses in internal control over financial reporting existed as of December

of the Company’s condensed consolidated financial statements as of and for the three months ended September 30, 2022, as

discussed in Note 3.

The Company determined that the error was partially caused by the same material weakness that existed as of

June 30, 2022, and that was determined to exist as of September 30, 2022 at the time the Original Form 10-Q was filed.

the material weakness continued to exist as of September 30, 2022.

In addition to the material weakness discussed above,

our management concluded that two other material weaknesses in internal control over financial reporting existed as of September

A cumulative listing of our material weaknesses is disclosed below:

12 unchanged sentences

Remediation Plan for the Material Weaknesses

To address our material weaknesses

that were determined to exist as of December 31, 2022, we are currently devising a detailed plan to address each individual

material weakness identified, as well as the overall monitoring process, including the following:

In order to remediate the material weakness relating to the Company’s control environment, we plan

to develop and implement controls to ensure work performed by Company personnel and other experts is reviewed by individuals with

the appropriate level of U.S.

To address our material weaknesses that

were determined to exist as of September 30, 2022, we are currently devising a detailed plan to address each individual material

weakness identified, as well as the overall monitoring process, including the following:

In order to remediate the material weakness relating to the Company’s control environment, we plan to develop and implement controls to ensure work performed by Company personnel and other experts is reviewed by individuals with the appropriate level of U.S.

GAAP knowledge and experience.

This may include separating the performance and review of certain

close procedures among current accounting personnel and/or engaging third-party accounting consultants with the requisite U.S.

GAAP knowledge and experience to perform work under the control and oversight of Company personnel.

In addition, we plan to enhance

the design of our controls over the consideration of all related relevant accounting guidance for the initial recording and subsequent

measurements of non-routine transactions.

This may include separating the performance and review of certain close procedures among current accounting

personnel and/or engaging third-party accounting consultants with the requisite U.S.

GAAP knowledge and experience to perform work

under the control and oversight of Company personnel.

In addition, we plan to enhance the design of our controls over the consideration

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

In order to remediate the material weakness relating to the Company’s controls activities, we are in the process of designing and implementing controls over the consideration of all related relevant accounting guidance for the initial recording and subsequent measurements of non-routine transactions.

In order to remediate the material weakness relating to the Company’s controls over monitoring activities, we plan to design and implement controls to manage and monitor our progress towards the remediation of internal control deficiencies and material weaknesses, including oversight by, and periodic reporting to, the Audit Committee.

process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires

management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate

the material weaknesses or modify the remediation actions described above.

we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered

remediated until management completes the design and implementation of the actions described above and the controls operate for

a sufficient period of time, and management has concluded, through testing, that these controls are effective.

The process of designing and maintaining

effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to

changes in our business, economic and regulatory environments and to expend significant resources.

As we continue to evaluate our

internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation

actions described above.

While we continue to devote significant

time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes

the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management

has concluded, through testing, that these controls are effective.

in Internal Control over Financial Reporting

Other than as discussed above, 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

than as discussed above, there 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

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/A

Item 4. Controls and Procedures