What changed in this filing

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Item 4. Controls and Procedures

2023-11-14 compared with 2023-08-14 · 44 added, 40 removed, 6 unchanged (93% of the section changed)

Controls and Procedures

maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer

and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the

end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in

Exchange Act Rule 13a-15(e).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as

of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective

at the reasonable assurance level due to a material weakness in our internal controls over financial reporting which was disclosed in

our Annual Report on Form 10-K for the year ended December 31, 2022.

address the material weakness referenced above, the Company performed additional analysis and performed other procedures in order to

prepare the consolidated financial statements in accordance with generally accepted accounting principles (GAAP).

Accordingly, management

believes that the consolidated financial statements included in this quarterly report on this Form 10-Q fairly present, in all material

respects, our financial condition, results of operations and cash flows for the periods presented.

for Remediation of Material Weakness

is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above.

Management intends to implement the following remediation steps:

Company will require each third-party service organization to provide a SOC-1, Type 2 report

a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s

relevant system(s) and reporting directly through inquiry and substantive testing of such

third-party’s control environment.

the quarters ended June 30, 2023 and March 31, 2023, the Company met with the third-party service organizations to discuss the reporting

Disclosure Controls and Procedures

We maintain disclosure controls and procedures

designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules

and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our

Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report,

of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this

evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report,

our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to a material

weakness in our internal controls over financial reporting which was disclosed in our Annual Report on Form 10-K for the year ended December 31,

To address the material weakness referenced above,

the Company performed additional analysis and performed other procedures in order to prepare the consolidated financial statements in

accordance with generally accepted accounting principles (GAAP).

Accordingly, management believes that the consolidated financial statements

included in this quarterly report on this Form 10-Q fairly present, in all material respects, our financial condition, results of operations

and cash flows for the periods presented.

Plan for Remediation of Material Weakness

Management is actively engaged in the planning

for, and implementation of, remediation efforts to address the material weakness identified above.

Management intends to implement the

following remediation steps:

The Company will require each third-party service organization to provide a SOC-1, Type 2 report to us.

If a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s relevant

system(s) and reporting directly through inquiry and substantive testing of such third-party’s control environment.

During the quarters ended September 30, 2023,

June 30, 2023 and March 31, 2023, the Company continued to engage with the third-party service organizations to discuss the reporting

requirements.

2 unchanged sentences

circumstances not to complete, certain of the remediation measures identified.

in Internal Control over Financial Reporting

as noted above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange

Act), that occurred during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

on the Effectiveness of Controls

control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the

benefits of controls must be considered relative to their costs.

Because of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be detected.

The Company conducts periodic evaluations of its internal controls

to enhance, where necessary, its procedures and controls.

II – OTHER INFORMATION

Changes in Internal Control over Financial

Except as noted above, there was no change in

our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter

ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and

PART II – OTHER INFORMATION

Legal Proceedings

a party to any material pending legal proceeding.

We are not a party to any material pending legal proceeding.

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