9 unchanged sentences
As discussed above, internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that their objectives have been met.
−Removed: As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the year ended December 31, 2020, we identified material weaknesses in each of the following components of the Internal Control -Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO):
−Removed: • insufficient accounting personnel to enable segregation of duties relating to the general ledger, disbursement, and certain accounting functions;
−Removed: • no formalized processes or controls for account reconciliations, including independent review of such reconciliations, or related financial statement analysis prepared in conformity with U.S.
−Removed: • an insufficient complement of accounting personnel with the necessary U.S.
−Removed: GAAP technical expertise to timely identify and account for complex or non-routine transactions or to formalize accounting policies, memoranda, or controls for such transactions.
−Removed: During 2021, management implemented our previously disclosed remediation plan that included:
−Removed: (i) hiring six finance department employees with appropriate expertise, including our CFO and Controller;
−Removed: (ii) retaining an accounting consulting firm to provide additional depth and breath to our technical and financial reporting capabilities;
−Removed: and (iii) implementing formal financial reporting processes and internal controls and building out our financial management and reporting systems infrastructure, which includes ongoing senior management review, and establishing our audit committee oversight.
−Removed: During the fourth quarter of 2021, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.
−Removed: As of December 31, 2021, our management conducted
−Removed: an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting based upon the framework in the Internal Control -Integrated Framework (2013), issued by COSO.
−Removed: Based upon that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2021 and that the material weaknesses have been remediated as of December 31, 2021.
−Removed: Deloitte & Touche LLP, an independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which appears herein under Part II, Item 9A of this Annual Report on Form 10-K.
+Added: As of December 31, 2022, our management conducted an evaluation, under the supervision and with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting based upon the framework in the Internal Control -Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based upon that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, 2022.
+Added: We are a smaller reporting company, and therefore our independent registered public accounting firm has not issued a report on the effectiveness of internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
6 unchanged sentences
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.
−Removed: Projections of any evaluation of controls effectiveness to future periods are subject to risks.
+Added: Projections of any evaluation of controls
+Added: effectiveness to future periods are subject to risks.
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
−Removed: Except for the changes in connection with our implementation of the remediation plan discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the shareholders and the Board of Directors of Seer, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Seer, Inc.
−Removed: and subsidiary (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s change in its method of accounting for leases in fiscal year 2021 due to the adoption of ASC Topic 842, Leases.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk
−Removed: that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Deloitte and Touche LLP
−Removed: San Francisco, California
−Removed: March 1, 2022
+Added: There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
14 unchanged sentences
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: Exhibit and Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
24 unchanged sentences
S-1/A 333-250035 10.4 11/30/2020
−Removed: 10.5+ 2020 Employee Stock Purchase Plan.
+Added: 10.5+ Amended and Restated 2020 Employee Stock Purchase Plan and related form agreements .
10-Q 001-39747 10.1 5/6/2022
13 unchanged sentences
S-1/A 333-250035 10.11 11/30/2020
−Removed: 10.12+ Outside Director Compensation Policy
+Added: 10.12+ Outside Director Compensation Policy (as amended on June 15, 2022)
10-Q 001-39747 10.1 8/9/2022
11 unchanged sentences
8-K 001-39747 10.1 2/18/2022
+Added: 10.18 Confirmatory Offer Letter between the Registrant and Scott Thomas, dated March 2, 2022.
+Added: 8-K 001-39747 10.1 3/18/2022
+Added: 10.19 Consultant Agreement between the Registrant and Omead Ostadan, dated August 25, 2022 .
+Added: 8-K 001-39747 10.1 8/26/2022
21.1 List of Subsidiaries of the Registrant.
−Removed: S-1 333-252395 21.1 1/25/2021
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
1 unchanged sentence
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 32.1† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
+Added: 32.1† Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 32.2† Certification of Principal Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document
15 unchanged sentences
Omid Farokhzad, M.D.
−Removed: Chief Executive Officer
+Added: Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
1 unchanged sentence
/s/ Omid Farokhzad, M.D.
−Removed: Chief Executive Officer and
+Added: Chief Executive Officer, President, and
Chair of the Board of Directors
5 unchanged sentences
March 6, 2023
−Removed: /s/ David Halla Lead Independent Director March 1, 2022
+Added: /s/ David Hallal Lead Independent Director March 6, 2023
/s/ Catherine Friedman Director March 6, 2023
2 unchanged sentences
Meeta Gulyani
−Removed: /s/ Rachel Haruwitzm Ph.D.
+Added: /s/ Rachel Haurwitz, Ph.D.
Director March 6, 2023
6 unchanged sentences
/s/ Deep Nishar Director March 6, 2023
−Removed: /s/ Omead Ostadan Director March 1, 2022
−Removed: Omead Ostadan
−Removed: /s/ Mostafa Ronahi.
+Added: /s/ Mostafa Ronaghi, Ph.D.
Director March 6, 2023
1 unchanged sentence
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.