1 unchanged sentence
(a) Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within the time periods specified in SEC rules and regulations and that such information is accumulated and communicated to our management, including our principal executive officer (CEO) and chief financial officer ("CFO") and, as appropriate, to allow timely decisions regarding required disclosures.
+Added: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized or reported within the time periods specified in SEC rules and regulations and that such information is accumulated and communicated to our management, including our principal executive officer (CEO), our principal financial officer (CFO) and, as appropriate, to allow timely decisions regarding required disclosures.
Management, with the participation of the CEO and CFO, has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2022.
15 unchanged sentences
(d) Changes in Internal Control over Financial Reporting
−Removed: There were no changes in the Company's internal control over financial reporting during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: During 2022, the Company implemented new general ledger, accounts payable, consolidation and financial reporting systems.
+Added: The implementation involved changes to certain processes and related internal controls over financial reporting.
+Added: The Company has reviewed the system and controls affected and has made the appropriate changes as necessary.
+Added: There were no other changes in the Company's internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Other Information
11 unchanged sentences
Exhibit and Financial Statement Schedules
−Removed: (a) (1) Our consolidated financial statements listed below are set forth in " I tem 8 - Financial Statements and Supplementary Data " of this Annual Report on Form 10-K:
+Added: (a) (1) Our consolidated financial statements listed below are set forth in " Item 8 - Financial Statements and Supplementary Data " of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm ( EY PCAOB ID:
−Removed: Report of Independent Registered Public Accounting Firm ( RSM PCAOB ID :
Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021
20 unchanged sentences
Description of Securities
−Removed: F orm of Warrant
+Added: Form of Warrant
Registration Rights Agreement dated as of July 25, 2018 by and among M I Acquisitions, Inc.
2 unchanged sentences
2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed July 31, 2018).
−Removed: P riority Technology Holdings, Inc.
+Added: Priority Technology Holdings, Inc.
2021 Employee Stock Purchase Plan
8 unchanged sentences
Priore, dated April 19, 2018 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4/A, filed December 26, 2018).
+Added: Executive Employment Agreement of Bradley Miller dated April 15, 2022
+Added: Executive Employment Agreement of Timothy O'Leary dated September 19, 2022
+Added: Form Restricted Stock Unit Award Agreement
Executive Employment Agreement between Priority Technology Holdings, Inc.
13 unchanged sentences
Consent of Independent Registered Public Accounting Firm.
−Removed: Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
−Removed: Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
−Removed: Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
19 unchanged sentences
(Principal Executive Officer) March 23, 2023
−Removed: /s/ Michael Vollkommer
−Removed: Michael Vollkommer
+Added: /s/ Timothy M.
Chief Financial Officer
14 unchanged sentences
Director March 23, 2023
+Added: /s/ Marc Crisafulli
+Added: Marc Crisafulli
+Added: Director March 23, 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.