What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2022-05-16 compared with 2021-11-15 · 29 added, 37 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness

of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

Disclosure controls and procedures include, without limitation,

controls and procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files

or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive

and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures were not effective for the nine months ended September 30, 2021, in ensuring that information that we are required to disclose

in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission rules and forms.

In the course of our review of our consolidated

financial results for the three months and nine months ended September 30, 2021, we identified a material weakness in our internal control

over financial reporting related to our failure to adequately evaluate the accounting treatment for warrants and unrealized loss on marketable

securities in a timely manner.

The Company and its Board of Directors are committed

to maintaining a strong internal control environment.

Management, with the oversight of the Audit Committee, has evaluated the ineffectiveness

described above and is in the process of designing a remediation plan to address the ineffectiveness and enhance the Company’s internal

We carried out an

evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules

13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

Disclosure controls and procedures include, without limitation, controls and procedures that are designed to ensure that information

required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon our evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the three months

ended March 31, 2022, in ensuring that information that we are required to disclose in reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Changes in Internal Control over Financial

the three months ended March 31, 2022, we continued to execute upon our 2021 planned remediation actions as disclosed in Item 9A.

our 2021 Annual Report on Form 10-K which was filed with the SEC on April 6, 2022, which are all intended to strengthen our overall

control environment.

The remediation plan and will include a risk assessment process coupled with additional controls and procedures.

The Company has hired a head of internal control to assist with the remediation plan.

Management is committed to successfully implementing

the remediation plan as promptly as possible.

Changes in Internal Control over Financial Reporting

Other than the remediation plan being implemented

as described above, and changes in internal controls that have been made related to the integration of ChizComm into the post-acquisition

combined company, there have been no changes in our internal control over financial reporting that occurred during the quarter ended September

30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This includes hiring additional accounting personnel at our corporate headquarters and other locations.

committed to maintaining a strong internal control environment and believe that these remediation efforts will represent significant

improvements in our control environment.

Our management will continue to monitor, implement, test and evaluate the relevance of our

risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and

is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Inherent Limitations over Internal Controls

Internal control over financial reporting cannot

provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility

of human error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control system may not

prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies

or procedures may deteriorate.

Internal control over financial

reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including

the possibility of human error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control

system may not prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

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