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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-04 · 1785 added, 2522 removed, 730 unchanged (86% of the section changed)

AND PROCEDURES

Evaluation of Disclosure Controls and

We maintain a system

of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange

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

rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive

Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision

and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted

an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

Based upon the foregoing

evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2020 our disclosure

controls and procedures were not effective at the reasonable assurance level.

Internal Control over Financial Reporting

Except for the material

weakness identified below, there have not been any changes in our internal control over financial reporting (as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially

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

Report of Management

on Internal Control over Financial Reporting

Our management is

responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act).

Under the supervision and with the participation of management, including our

Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control

over financial reporting based on criteria established in Internal Control—Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission (2013 framework) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective

as of December 31, 2020.

Our independent registered

public accounting firm, Marcum LLP, has audited the effectiveness of our internal control over financial reporting as of December

31, 2020, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K.

Remediation of Material Weakness

Since the quarter

ended December 31, 2019, management undertook remediation measures related to the previously reported material weakness in internal

control over financial reporting.

We completed these remediation measures in the quarter ended June 30, 2020, including testing

of the design and concluding on the operating effectiveness of the related controls.

Specifically, we enhanced the related party

policies and procedures, with a specific focus on related party disclosures, that included the creation of a related party oversight

function and increasing the frequency of related party controls.

Inherent Limitation on Effectiveness

Our management, including

our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our

internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-

designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be

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.

Further, because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances

of fraud, if any, have been detected.

The design of any system of controls is based in part on 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.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

Based upon the foregoing evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2021 our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

On February 25, 2021, we

completed the acquisition of National Holdings Corporation (“National”).

We are in the process of integrating National and

will be conducting an evaluation of internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

Excluding the

National acquisition, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially affected,

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

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Under the supervision and with the participation of management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Management has excluded from

its assessment of internal controls over financial reporting as of December 31, 2021 the internal control over financial reporting of

National and their subsidiaries, which we acquired in a purchase business combination on February 25, 2021.

National’s total assets

and total revenues represents 2.6% and 18.0%, respectively, of our related consolidated financial statements amounts as of and for the

year ended December 31, 2021.

Our independent registered public accounting firm, Marcum LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K.

Our management, including our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well- designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

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.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on 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.

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks.

time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies

or procedures.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information called

for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2021 Annual Meeting of