What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2020-08-07 compared with 2020-02-13 · 96 added, 32 removed, 6 unchanged (96% of the section changed)

Controls and Procedures Evaluation of Disclosure Controls and Procedures

The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act refers to controls and procedures that are 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 recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated , can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Controls and Procedures Evaluation

of Disclosure Controls and Procedures

The term "disclosure

controls and procedures,"

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls

and procedures that are 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 recorded, processed, summarized and reported, within the time periods specified in the SEC's

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that such information is accumulated and communicated to a company's management, including its principal executive and principal

financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and

evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of

any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls

may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2019, our Chief Financial Officer and Chief Accounting Officer have concluded that, as of December 31, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level as a result of the material weaknesses discussed below.

Notwithstanding these material weaknesses, our management has concluded that the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally accepted accounting principles (GAAP).

Based on the evaluation

of our disclosure controls and procedures as of June 30, 2020, our Chief Executive Officer and Chief Financial Officer have

concluded that, as of June 30, 2020, our disclosure controls and procedures were not effective at the reasonable assurance

level as a result of the material weaknesses discussed below.

Notwithstanding these material weaknesses, our Chief Executive Officer

and Chief Financial Officer concluded that the financial statements included elsewhere in this Annual Report on Form 10-K

present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally

accepted accounting principles, or GAAP.

Material Weakness

During the audit of our consolidated financial statements as of and for the years ended March 31, 2019 and 2018, we identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or 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 financial statements will not be prevented or detected on a timely basis.

During the audit of our consolidated financial

statements as of and for the years ended March 31, 2020 and 2019, we identified material weaknesses in our internal control

over financial reporting.

A material weakness is a deficiency, or 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 financial statements

will not be prevented or detected on a timely basis.

The material weaknesses that we identified were as follows:

We did not design or maintain an effective control environment commensurate with our financial reporting requirements.

We lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately.

Additionally, the limited personnel resulted in our inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial

reporting objectives, as demonstrated by, among other things, our insufficient segregation of duties in our accounting function.

This material weakness further contributed to the material weakness below.

We did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complex transactions, including accounting for preferred stock, stock-based compensation , warrant liabilities and leases.

Each of these control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute material weaknesses.

Remediation Activities

We have identified and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures.

We did not design or maintain an effective

control environment commensurate with our financial reporting requirements.

We lacked a sufficient number of professionals with

an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting

matters timely and accurately.

Additionally, the limited personnel resulted in our inability to consistently establish appropriate

authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, our

insufficient segregation of duties in our accounting function.

This material weakness further contributed to the material weakness

We did not design and maintain formal accounting

policies, processes and controls to analyze, account for and disclose complex transactions, including accounting for preferred

stock, stock-based compensation, warrant liabilities and leases.

Each of these control deficiencies could

result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated

financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute

material weaknesses.

These material weaknesses also resulted

in adjustments to preferred stock, stock compensation expense, warrant liability and deferred rent in our consolidated financial

statements as of and for the year ended March 31, 2017, which were recorded prior to their issuance.

We have identified

and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over

financial reporting and disclosure controls and procedures.

These remediation efforts are ongoing.

The following remedial actions have been completed as of the quarter ending December 31, 2019:

· We hired a Chief Financial Officer and other additional full-time accounting resources with appropriate levels of experience and reallocated responsibilities across the accounting organization to provide for segregation of duties and that the appropriate level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review

· We engaged a professional accounting services firm to assist us in the design and documentation of our formal policies, processes and internal controls for complying with the Sarbanes-Oxley Act, including formal policies, processes and internal controls to analyze, account for and disclose complex accounting transactions.

The process of implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal control over financial reporting, we are still in the process of implementing, documenting and testing these processes, procedures and controls.

Additional time is required to complete implementation and to assess and ensure the sustainability of these procedures.

The following remedial actions

have been completed as of the quarter ended June 30, 2020:

● We hired a Chief Financial Officer and other additional full-time accounting resources with appropriate levels of experience

and reallocated responsibilities across the accounting organization to provide for segregation of duties and that the appropriate

level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review.

● We have increased the level of involvement and oversight from our new Chief Financial Officer and will maintain this level

of oversight until the control environment and risk assessment processes have matured.

● We engaged a professional accounting services firm to assist us in testing the operating effectiveness of our formal policies,

processes and internal controls for complying with the Sarbanes-Oxley Act, including formal policies, processes and internal controls

to analyze, account for and disclose complex accounting transactions.

● We have performed a detailed financial reporting risk assessment to identify areas that require improvement and developed and

implemented plans to address these areas;

as a result, we have improved documentation of account reconciliations, and management

review procedures and enhanced our GAAP training initiatives in key areas

The process of

implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes

in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting

system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal

control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation

measures described above.

While progress

has been made to enhance our internal control over financial reporting, we are still in the process of implementing, documenting

and testing these processes, procedures and controls.

Additional time is required to complete implementation and to assess and

ensure the sustainability of these procedures.

We will continue to devote significant time and attention to these remedial efforts.

However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Controls over Financial Reporting

Other than the applicable remediation efforts described above that were implemented or commenced during the three months ended December 31, 2019, there have been no other changes in our internal control over financial reporting during the three months ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in internal control over

financial reporting

Other than the

applicable remediation efforts described above that were implemented or commenced during the three months ended June 30, 2020,

there have been no other changes in our internal control over financial reporting during the three months ended June 30, 2020

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II —

OTHER INFORMATION

Legal proceedings.

We are not currently a party to any material legal proceedings.

We are not currently a party to any material

legal proceedings.

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