What changed in this filing

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Item 9A. Controls and Procedures

2020-12-29 compared with 2020-01-10 · 217 added, 162 removed, 503 unchanged (43% of the section changed)

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effect on the financial statements.

connection with the preparation of this Annual Report on Form 10-K for the year ended September 30, 2019, our Chief Executive

Officer and Principal Financial Officer evaluated the effectiveness of our internal control over financial reporting as

of September 30, 2019 and concluded that we have not implemented effective internal control over financial reporting during

the reporting year.

has still identified some deficiencies in the design and operating effectiveness of the Company’s internal controls as of

September 30, 2019 that represent material weaknesses in our internal control over financial reporting.

These deficiencies are

the result of management’s failure to design, implement and maintain adequate operational and internal controls and processes,

including inadequate monitoring and review controls over financial reporting and disclosures, leading to a delinquent quarterly

filing, inadequate monitoring and review controls over transaction processing, the inability to prove delivery of software, and

insufficient written policies and procedures for accounting and financial reporting.

connection with the preparation of the Annual Report on Form 10-K for the year ended September 30, 2019, our Chief Executive Officer

and Principal Financial Officer evaluated the effectiveness of our internal control over financial reporting as of September 30,

2019 and concluded that we had not implemented effective internal control over financial reporting during the reporting year.

executed a remediation plan to address the material weaknesses discussed above.

These remediation efforts are focused on:

These remediation efforts focused on:

monitoring and review controls over financial reporting and disclosures;

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will eliminate the material weaknesses discussed above, as well as improve the accounting and financial reporting process.

expect that remediation, including testing of related controls, will be completed during the 2020 fiscal year.

has also evaluated the effectiveness of its internal control over financial reporting in accordance with generally accepted accounting

principles within the guidelines of the Committee of Sponsoring Organizations of the Treadway Commission framework (2013).

on the results of this evaluation, management has determined that the Company’s internal control over financial reporting

was effective as of September 30, 2020.

in Internal Control over Financial Reporting

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Executive Officer and Director

Financial Officer

Operating Officer

Chief Technology Officer

background and principal occupations of the directors and executive officers of the Company are as follows:

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He is a licensed CPA in Texas and Colorado.

to October of 2015 he was the Chief Financial Officer of Amherst Holdings, LLC.

to October, 2015 he was the Chief Financial Officer of Amherst Holdings, LLC.

Wilkinson joined Xplore Technologies Corp.,

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marketing of standards-based communications platforms and grew the industry standard server business to over $1B in revenues.

Ambrose has a Bachelor of Science degree in Engineering from Princeton University.

Ambrose is qualified to serve on our board of directors based on his data security and industry experience.

Borene –

Chief Executive Officer and Director

Borene serves as the Company’s Chief Executive Officer and a director.

Borene has experience leading advanced technology,

high risk, and rapid growth initiatives for companies.

Immediately prior to joining the Company, Mr.

Borene was the Senior Director

leading Symantec Corporation’s National Security Group since April 2019.

From May 2018 to April 2019, he was a management

consultant supporting private clients.

From August 2016 to May 2018, Mr.

Borene was a Senior Advisor to the Intelligence Advanced

Research Projects Activity (IARPA) for Booz Allen Hamilton, a management consulting firm.

From December 2014 to August 2016, Mr.

Borene was a Federal Business Manager with IBM.

From January 2014 to December 2014, Mr.

Borene was an attorney with Steptoe &

Johnson LLP in cybersecurity and national security practice.

In previous federal government roles, Mr.

Borene served as an Associate

Deputy General Counsel at the U.S.

Department of Defense and as a U.S.

Marine Corps intelligence officer.

Borene holds a B.A.

in Economics from Macalester College and a J.D.

from the University of Minnesota Law School.

He completed an executive education

program in international development finance at Harvard University.

He is a licensed attorney in Washington, D.C.

and a Certified

Information Systems Security Professional.

Ambrose has a Bachelor of Science degree in Engineering from Princeton University, and has completed the Stanford University

Director Symposium.

We believe Mr.

qualified to serve on our board of directors based on his data security and industry experience.

Chasteen –

Chief Executive Officer and Director

Chasteen serves as a director of the Company.

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as a Collection Management Officer, Specialized Skills Officer, and finally an Executive Officer, Covert Action Staff.

Chasteen received a B.S.

received a B.S.

in Political Science from Ball State University in 2000.

We believe Mr.

Chasteen is qualified to

serve on our board of directors based on his cybersecurity and industry experience.

Chasteen is qualified to serve on our

board of directors based on his cybersecurity and industry experience.

Davis DrPH –

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Davis is qualified to serve on our board of directors based on his leadership

De La Garza –

De La Garza serves as a director of the Company.

De La Garza has 25 years’

experience in the software industry as an

executive officer and founder of numerous companies both private and publicly traded.

His career started in 1991 as the COO of

a medical imaging company and subsequently founded or co-founded three other software companies where he served as President and/or

Michael studied computer science at Southwest Texas State University and received a Computer Science Technical degree from

Danforth Technical College in 1980.

Young –

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business and leadership experience.

Chief Financial Officer

Polk serves as the Company’s Chief Financial Officer.

Polk has served in leadership roles in both public and private

companies after a brief time at accounting firm Ernst & Young.

He is a part-time employee of Cipherloc and is engaged in providing

CEO and CFO related services to other companies as an independent contractor.

He is a graduate of Purdue University with two Bachelor

of Science degrees from the Krannert School of Management.

His career has focused on both the consumer products and technology

Mattox –

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Engineering Technology from DeVry University.

Hnatiw –

Interim Chief Technology Officer

Hnatiw serves as the Company’s Chief Technology Officer.

Hnatiw has more than 15 years of experience creating software

technologies from network security to artificial intelligence.

Hnatiw has led the design and development of a security risk

assessment SaaS platform, run a security monitoring service with a custom-built next generation automation and SIEM system.

to the Company, Mr.

Hnatiw served as the technical director for network operations supporting U.S.

Cyber Command, U.S.

Agencies, and other Department of Defense research organizations from October 2010 to October 2014.

From June 2015 to September

Hnatiw was the Chief Executive Officer of Loki Labs, a cyber security firm.

Hnatiw is also currently a consultant

with Cuesta Partners (since January 2020);

a partner and Chief Technology Officer of Sidechannel Security (since February 2020),

and the Chief Technology Officer of RealCISO.io (since October 2020).

Hnatiw earned a bachelor of science degree in computer

engineering and computer science at the University of Massachusetts, Amherst.

Relationships and Other Arrangements

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Other than Mr.

Borene’s appointment as a director

in connection with his employment agreement, there are no arrangements or understandings between or among our executive officers

and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Chasteen’s appointment as a chief

executive officer in connection with his employment agreement, there are no arrangements or understandings between or among our

executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or

executive officer.

Leadership Structure and Role in Risk Oversight

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Anthony Ambrose

Andrew Borene

David Chasteen

Sammy Davis DrPH

Michael De La Garza

Chairman of the committee

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Nevertheless, the Board considers Ms.

Chasteen, Dr.

Davis, and Mr.

to be “independent”

Ambrose to be “independent”

under such rules.

Ambrose, Chasteen, Davis and Ms.

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Audit Committee, which is chaired by Mr.

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quarterly earnings releases.

Ambrose, Chasteen, Davis and Ms.

Young serve on the Compensation Committee, which is chaired by Mr.

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Compensation Committee, which is chaired by Ms.

compensation committee’s responsibilities include:

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

the performance of our chief executive officer considering such corporate goals and objectives and determining the

compensation of our chief executive officer;

the performance of our chief executive officer considering such corporate goals and objectives and determining the compensation

of our chief executive officer;

and approving the compensation of our other executive officers;

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Governance/Nominating Committee

Ambrose, Chasteen, Davis and Ms.

Ambrose, Wilkinson, Davis and Ms.

Young serve on the Corporate Governance/Nominating Committee, which is chaired by Mr.

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If we or the companies with

which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and

directors would abstain from negotiating and voting upon the opportunity.

However, all directors may still individually take advantage

of opportunities if we should decline to do so.

Except as set forth above, we have not adopted any other conflict of interest

policy with respect to such transactions.

which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and directors

would abstain from negotiating and voting upon the opportunity.

However, all directors may still individually take advantage of

opportunities if we should decline to do so.

Except as set forth above, we have not adopted any other conflict of interest policy

with respect to such transactions.

have adopted a formal Code of Ethics applicable to all Board members, officers and employees.

A copy of our Code of Ethics may

be obtained without charge upon written request to Secretary, Cipherloc Corporation, 825 Main St., Suite 100, Buda, TX 78610.

be obtained without charge upon written request to Secretary, Cipherloc Corporation, 6836 Bee Cave Road, Bldg.

1, S#279, Austin,

EXECUTIVE COMPENSATION

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Tom Wilkinson

of the Board & Principal Financial Officer

Chairman of the Board & Principal

Financial Officer

Executive Officer

Michael De La Garza

Chief Executive

Andrew Borene

Chief Executive Officer (2)

Chief Financial Officer (3)

Gino Mauriello

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Chief Operating

All other compensation consists primarily of remunerations for auto and health insurance costs.

De La Garza was terminated as Chief Executive Officer on August 11, 2019.

company change the compensation policy for directors include quarterly fees as well as stock options.

All other compensation consists primarily of remunerations for legal settlements, severance, auto and health insurance costs.

Andrew Borene was terminated as Chief Executive Officer on April 3, 2020.

Polk was appointed as Chief Financial Officer on February 1, 2020.

Mauriello was terminated as Chief Financial Officer on December 13, 2019.

Mattox resigned from the Company on November 12, 2020.

Carlson resigned from the Company on December 17, 2019

changed our compensation policy for directors include quarterly fees as well as stock options.

Annual director compensation

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additional committees.

During the year ended September 30, 2019, the company paid $40,000 in board fees.

During the years ended September 30, 2020 and 2019, the company paid $170,000 and $40,000 in board fees,

respectively.

During July 2020, the board of directors temporarily deferred cash director payments.

Employment Agreement

entered into an Employment Agreement with Andrew Borene (the “Borene Employment Agreement”), our Chief Executive Officer,

on November 25, 2019, pursuant to which he receives a base annual salary of $350,000, payable in accordance with the Company’s

on November 25, 2019, pursuant to which he received a base annual salary of $350,000, payable in accordance with the Company’s

standard payroll schedule, and other customary benefits.

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the Company’s common stock (the “Borene Options”).

The Borene Options have an exercise price of $0.75 per share

and vest as follows:

The Borene Options had an exercise price of $0.75 per share

and were to vest as follows:

166,666 shares vest on November 26, 2020, 166,667 shares vest on November 26, 2021, and 166,667 shares

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Additionally.

Borene received a signing bonus in the amount of $150,000 which is payable in

equal installments at the end of each of the first three months of his employment.

Borene received a signing bonus in the amount of $150,000 which is payable in equal

installments at the end of each of the first three months of his employment.

Andrew Borene was terminated on April 3, 2020.

No future payments are expected under his former employment contract.

Employment Agreement

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medical insurance allowance of $1,500 per month.

the event the executive’s employment is terminated without cause, he will receive the entire contract remaining

on the agreement.

De La Garza was terminated in August 11, 2019 for cause.

the event the executive’s employment is terminated without cause, he will receive the entire contract remaining on the

De La Garza was terminated on August 11, 2019 for cause.

No future payments are expected under his former employment contract.

Claims with MDLG were settled.

Please refer to Note 8 to our audited financial statements included in this Annual Report on Form

Stock Incentive Plan

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and other service providers and motivating them to act in our long-term best interests.

The material terms of the 2019 Stock

Incentive Plan are as follows:

The material terms of the 2019 Stock Incentive

Plan are as follows:

The 2019 Stock Incentive Plan terminates on August 7, 2029 (the day before the tenth anniversary of the adoption of

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The 2019 Stock Incentive Plan provides for the grant of stock options.

Stock options may be either tax-qualified incentive

stock options or non-qualified stock options.

The compensation committee will determine the terms and conditions to the exercisability

of each option.

period for the exercise of a non-qualified stock option will be determined by the compensation committee provided that no

option may be exercised later than ten years after its date of grant.

The exercise price of a non-qualified stock option

will not be less than 100% of the fair market value of a share of our common stock on the date of grant.

Stock options may be either tax-qualified

incentive stock options or non-qualified stock options.

The compensation committee will determine the terms and conditions to

the exercisability of each option.

period for the exercise of a non-qualified stock option will be determined by the compensation committee provided that no option

may be exercised later than ten years after its date of grant.

The exercise price of a non-qualified stock option will not be

less than 100% of the fair market value of a share of our common stock on the date of grant.

incentive stock option will be exercisable for not more than 10 years after its date of grant, unless the optionee owns greater

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in exchange for another option, or other award or for cash.

The 2019 Stock Incentive Plan provides for

the grant of stock awards.

The compensation committee may grant a stock award as a restricted stock award and the compensation

committee may determine that such award will be subject to the attainment of performance measures over an established performance

All of the terms relating to the satisfaction of performance measures and the termination of a restriction period, or

the forfeiture and cancellation of a stock award upon a termination of employment, whether by reason of disability, retirement,

death or any other reason, will be determined by the compensation committee.

The 2019 Stock Incentive Plan provides for the grant of stock awards.

The compensation committee may grant a stock

award as a restricted stock award and the compensation committee may determine that such award will be subject to the attainment

of performance measures over an established performance period.

All of the terms relating to the satisfaction of performance measures

and the termination of a restriction period, or the forfeiture and cancellation of a stock award upon a termination of employment,

whether by reason of disability, retirement, death or any other reason, will be determined by the compensation committee.

otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock will have rights as our stockholder,

including the right to vote and receive dividends with respect to the shares of restricted stock, except that distributions other

than regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based vesting

conditions will be held by us and will be subject to the same restrictions as the restricted stock.

Under the 2019 Stock Incentive Plan, the vesting or payment of performance-based awards will be subject to the

satisfaction of certain performance goals.

The performance goals applicable to a particular award will be determined by the compensation

committee at the time of grant.

The performance goals may be one or more of the following corporate-wide or subsidiary, division,

operating unit or individual measures, stated in either absolute terms or relative terms.

With respect to non-employee directors, the maximum grant date fair value of shares that may be granted to an

individual non-employee director during any fiscal year of the Company is $150,000.

In connection with a non-employee director’s

commencement of service with the Company, the per person limit set forth in the previous sentence will be $150,000.

than regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based

vesting conditions will be held by us and will be subject to the same restrictions as the restricted stock.

Under the 2019 Stock Incentive Plan, the vesting or payment of performance-based awards will be subject to the satisfaction

of certain performance goals.

The performance goals applicable to a particular award will be determined by the compensation committee

at the time of grant.

The performance goals may be one or more of the following corporate-wide or subsidiary, division, operating

unit or individual measures, stated in either absolute terms or relative terms.

With respect to non-employee directors, the maximum grant date fair value of shares that may be granted to an individual

non-employee director during any fiscal year of the Company is $150,000.

In connection with a non-employee director’s commencement

of service with the Company, the per person limit set forth in the previous sentence will be $150,000.

or termination of the 2019 Stock Incentive Plan .

Our Board may amend or terminate the 2019 Stock Incentive

Plan as it deems advisable, subject to any requirement of stockholder approval required by law, rule or regulation.

Our Board may amend or terminate the 2019 Stock Incentive Plan as it deems

advisable, subject to any requirement of stockholder approval required by law, rule or regulation.

In the event there is a change in control and/or the Company is a party to a merger or acquisition or reorganization

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at this time.

All officers, employees and non-employee directors are eligible for consideration to participate in the 2019

Stock Incentive Plan.

All officers, employees and non-employee directors are eligible for consideration to participate in the 2019 Stock

Incentive Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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c/o Cipherloc Corporation,

825 Main Street, Suite 100, Buda, TX 78610.

6836 Bee Cave Road, Bldg.

1, S#279, Austin, TX 78746.

and Address of Beneficial Owners

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Anthony Ambrose

Andrew Borene

David Chasteen

Sammy Davis, DrPH

Michael De La Garza

Milton Mattox

Nicholas Hnatiw

All Officers and

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Manchester Management

Includes 207,757 shares held by MSR, LLC, an entity controlled by Mr.

Solely based on the Company’s review of public filings made with the SEC.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following includes a summary of transactions during our fiscal years ended September 30, 2020 and September 30, 2019 to which

we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or

1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors,

executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate

family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K.

La Garza Settlement

August 28, 2020, we entered into a Settlement Agreement and Mutual General Release (the “Settlement”) with Michael

De La Garza, a former director of the Company.

The Settlement related to certain actions, including (i) CipherLoc Corporation

Michael De La Garza, MSR, LLC, and James LaGanke, as Trustee of the Caramel Trust II, Civil Action No.

1:19-CV-01147-LY in

the United States District Court for the Western District of Texas, Austin Division, (ii) CipherLoc Corporation vs.

La Garza, Cause No.

D-1-GN-19-005253 in the 53 rd Judicial District Court of Travis County, Texas, and (iii) Michael

De La Garza and CipherLoc, Inc.

Tom Wilkinson, Anthony Ambrose, Manchester PR, LLC and Manchester Explorer, LP;

D-1-GN-19-004708

in the 53 rd Judicial District Court of Travis County, Texas.

Under the Settlement, all of the foregoing actions were

dismissed with prejudice.

Pursuant to the Settlement, Mr.

De La Garza, agreed to, among other things, (i) resign as a director

of the Company and confirmed that he had no disagreements with the Board of Directors, and (ii) return 13,137,757 shares of the

Company’s common stock, $0.01 par value per share (the “Forfeited Stock”), held by him to the Company’s

We agreed to pay Mr.

De La Garza an aggregate sum of $400,000 (the “Settlement Amount”), payable as follows:

(A) $300,000 on or before ten (10) business days after the last to occur (the “Settlement Date”) of (i) the execution

of the Settlement by Mr.

De La Garza, (ii) actual receipt by the Company of the Forfeited Stock and consummation of the deliveries

contemplated by the Settlement, and (iii) the receipt by the Company of a completed Internal Revenue Service Form W-9 from Mr.

and (B) $25,000 on each of the four (4) succeeding quarterly anniversaries of the Settlement Date.

Notwithstanding

the foregoing, in the event that Mr.

De La Garza is not in compliance with the Settlement on any such payment date, then no payment

shall be due and we will have the right to pursue any and all remedies against De La Garza including, without limitation, seeking

the return of all amounts paid.

In exchange for the consideration described above, and subject to the terms and conditions set

forth in the Settlement, the Company and Mr.

De La Garza mutually agreed to grant each other a general release.

Olivia and Robin De La Garza , the immediate family members of former CEO Michael De La Garza, earned $52,278, $47,176 and

$53,000, respectively, in compensation for the year ended September 30, 2019.

In August 2019, Robin and Skylar De La Garza were

terminated as employees of the Company.

The Company also paid $11,394 in educational costs of Skylar De La Garza and $6,200 in

moving expenses of Olivia De La Garza.

Michael De La Garza was the CEO and director of the Company during the period of time when

these payments were made.

Approval or Ratification of Transactions with Related Parties

Board of Directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting

securities and their affiliates, each a related party.

The material facts as to a related party’s relationship or interest

in the transaction are disclosed to our Board of Directors prior to their consideration of such transaction.

Further, when stockholders

are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest

in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.

The Company does not have

a related party transactions policy in place.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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last two fiscal years were as follows:

The aggregate fees billed by Briggs & Veselka for the audit of the Company’s annual financial statements

were $5,000 for the fiscal year ended September 30, 2019.

The aggregate fees billed by Armanino, LLP of the Company’s

interim financial statements were $36,778 for the year ended September 30, 2019, and the audit fees of the Company’s

annual financial statements were $76,165 for the fiscal year ended September 30,2018.

The aggregate fees billed by dbb mckennon

for the audit of the Company’s annual financial statements were $60,209 for the fiscal year ended September 30, 2018.

The aggregate fees billed by Briggs & Veselka Co.

for the audit of the Company’s annual financial statements

were $83,200 for the year ended September 30, 2020.

The aggregate fees billed by Briggs & Veselka Co.

for the audit of the

Company’s annual financial statements were $5,000 for the fiscal year ended September 30, 2019.

The aggregate fees billed

by Armanino, LLP of the Company’s interim financial statements were $36,778 for the year ended September 30, 2019.

Audit-Related

The aggregate fees billed by Briggs & Veselka, for assurance and related services that are reasonably related to

the performance of the audit or review of the Company’s financial statements for the fiscal year ended September 30, 2019

that are not disclosed in the paragraph captioned “Audit Fees”

The aggregate fees billed by Briggs & Veselka Co., for assurance and related services that are reasonably related

to the performance of the audit or review of the Company’s financial statements for the fiscal years ended September 30,

2020 and2019 that are not disclosed in the paragraph captioned “Audit Fees”

above, were $0.00.

The aggregate fees billed by Eide Bailly LLP for professional services rendered for tax compliance, tax advice and tax

planning for the fiscal years ended September 30, 2019 were $18,500.

There were no associated professional fees paid in 2018.

The aggregate fees billed by Briggs & Veselka for products and services, other than the services described

The aggregate fee billed by The Wenmohs Group for professional services rendered for tax compliance, tax advice and

tax planning for the fiscal year ended 2020 were $12,250.

The aggregate fees billed by Eide Bailly LLP for professional services

rendered for tax compliance, tax advice and tax planning for the fiscal years ended September 30, 2019 were $18,500.

The aggregate fees billed by Briggs & Veselka Co.

for products and services, other than the services described

in the paragraphs “Audit Fees,”

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above for the fiscal

year ended September 30, 2019 were $0.

years ended September 30, 2020 and 2019 were $0.

Board of Directors has received and reviewed the written disclosures and the letter from the Company’s independent registered

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of Incorporation (incorporated by reference to the Company’s Form 10-SB filed on January 3, 2000).

Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 23, 2015).

to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed on March 23, 2015).

and Restated Bylaws of Cipherloc Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K, filed on August 30, 2019).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Agreement of Michael De La Garza (incorporated by reference to the Company’s Exhibit 10.12 to the Company’s Form

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on its behalf by the undersigned, there unto duly authorized.

January 10, 2020

Andrew Borene

Executive Officer

January 10, 2020

Tom Wilkinson

of the Board of Directors

December 28, 2020

David Chasteen

Executive Officer, Director

December 28, 2020

Financial Officer

1 unchanged sentence

Company and in the capacities and on the dates indicated.

January 10, 2020

Andrew Borene

December 28, 2020

David Chasteen

Executive Officer, Director

January 10, 2020

December 28, 2020

Tom Wilkinson

of the Board of Directors

Financial Officer)

January 10, 2020

December 28, 2020

Anthony Ambrose

January 10, 2020

David Chasteen

January 10, 2020

December 28, 2020

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-K

Item 9A. Controls and Procedures