1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of
−Removed: September 30, 2020.
−Removed: The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, or DCPs, means controls and other procedures of a company that are designed to ensure that information required to
−Removed: be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: DCPs include, without limitation, controls and
−Removed: procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and
−Removed: principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
−Removed: their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on the evaluation of our DCPs, our Chief Executive Officer and Principal Accounting Officer concluded that, due to a previously reported material weakness, our internal control
−Removed: over financial reporting was not effective as of September 30, 2020.
−Removed: Specifically, we identified a material weakness in four components of internal control as defined by COSO 2013 (Control Environment, Risk Assessment, Control Activities and
−Removed: Information & Communication).
−Removed: These material weaknesses resulted in the immaterial error correction of the consolidated financial statements and related notes as of December 31, 2018 and for the year then ended and immaterial errors corrected
−Removed: within the consolidated financial statements as of and for the year then ended December 31, 2019.
−Removed: Control Environment - We did not have adequate finance and accounting personnel with the appropriate U.S.
−Removed: GAAP technical expertise to identify, evaluate and account for complex and
−Removed: non-routine transactions.
−Removed: Risk Assessment – We did not maintain an effective risk assessment that successfully identified and assessed risks of misstatement to ensure controls were designed and implemented to
−Removed: respond to the risks related to the reverse-merger transaction.
−Removed: Information & Communication – We did not maintain an effective information and communication process to identify, capture and process relevant financial information necessary for
−Removed: financial accounting and reporting.
−Removed: As a consequence, we did not have effective control activities related to the design, implementation and operation for process level control activities related to equity transactions,
−Removed: stock- based compensation, recognition of intangible assets, debt extinguishment, and business combination transaction costs.
−Removed: A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
−Removed: Exchange Act), or ICFR, 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: Remediation Efforts to Address Material Weakness
−Removed: As previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019, we began implementing a remediation plan to address the material weaknesses
−Removed: mentioned above.
−Removed: While we believe that we have improved our organizational capabilities, the material weaknesses remained unremediated as of September 30, 2020 and our remediation activities are
−Removed: continuing to take place in 2020.
−Removed: We continue to strengthen our internal control over financial reporting and we are committed to ensuring that such controls are designed and operating effectively.
−Removed: The material weakness will not be considered remediated until the applicable controls are designed, implemented and operating for a sufficient period of time and management has
−Removed: concluded, that these controls are operating effectively
+Added: An evaluation was carried out, under the supervision of and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness
+Added: of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15 (e)) under the Securities Exchange Act of 1934, or the Exchange Act, as of the end of the period covered by this report.
+Added: Based on the evaluation, our Chief
+Added: Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports we file or submit under the Exchange Act was
+Added: recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
−Removed: In addition to our identification and assessment of the material weakness described above, we are currently integrating our pre-Merger business into the pre-established internal
−Removed: control framework of Edge through the acquisition, including internal controls and information systems.
−Removed: This work began upon completion of the Merger in March 2019 and will continue throughout calendar year 2020.
−Removed: We have modified some of our internal
−Removed: control procedures due to the COVID-19 restrictions.
−Removed: Edge was previously subject to the provisions of the Sarbanes-Oxley Act of 2002, as amended, whereas Private PDS a private, non-reporting operating company was not.
−Removed: Our company has an
−Removed: appropriate structure for internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report.
+Added: There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation identified
+Added: above that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
−Removed: LEGAL PROCEEDINGS
−Removed: We, and our subsidiaries, are not currently a party to, and our property is not currently the subject of, any material pending legal proceedings;
−Removed: however, we may become involved in
−Removed: various claims and legal actions arising in the ordinary course of business.
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.