☒ |
☐ |
PDS Biotechnology Corporation
|
||
(Exact name of registrant as specified in its charter)
|
Delaware
|
26-4231384
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
25B Vreeland Road, Florham Park, NJ 07932
|
||
(Address of principal executive offices)
|
(800) 208-3343
|
||
(Registrant’s telephone number)
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
||
Common Stock, par value $0.00033 per share
|
PDSB
|
Nasdaq Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller Reporting Company ☒
|
Page
|
|||
3
|
|||
Item 1.
|
3
|
||
3 | |||
4 | |||
5 | |||
6 | |||
7 | |||
Item 2.
|
17
|
||
Item 3.
|
25
|
||
Item 4.
|
25
|
||
26
|
|||
Item 1.
|
26
|
||
Item 1A.
|
26
|
||
Item 2.
|
31 | ||
Item 3.
|
31
|
||
Item 4.
|
31 | ||
Item 5.
|
31
|
||
Item 6.
|
31 | ||
32 | |||
33 |
PART 1. |
FINANCIAL INFORMATION
|
ITEM 1. |
FINANCIAL STATEMENTS
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Operating expenses:
|
||||||||
Research and development expenses
|
$
|
1,971,679
|
$
|
1,030,003
|
||||
General and administrative expenses
|
2,060,148
|
3,905,877
|
||||||
Total operating expenses
|
4,031,827
|
4,935,880
|
||||||
Loss from operations
|
(4,031,827
|
)
|
(4,935,880
|
)
|
||||
Other income (expense):
|
||||||||
Gain on bargain purchase
|
–
|
11,729,882
|
||||||
Interest income
|
46,419
|
23,302
|
||||||
Interest expense
|
–
|
(606
|
)
|
|||||
Net income (loss) and comprehensive income (loss)
|
$
|
(3,985,408
|
)
|
$
|
6,816,698
|
|||
Per share information:
|
||||||||
Net income (loss) per share , basic
|
$
|
(0.39
|
)
|
$
|
1.82
|
|||
Net income (loss) per share , diluted
|
$
|
(0.39
|
)
|
$
|
1.47
|
|||
Weighted average common shares outstanding, basic
|
10,314,761
|
3,748,325
|
||||||
Weighted average common shares outstanding, diluted
|
10,314,761
|
4,625,295
|
Common Stock
|
Additional
|
Accumulated
|
Total
|
|||||||||||||||||
Shares
Issued
|
Amount
|
Paid-in
Capital
|
Deficit
|
Equity
(Deficit)
|
||||||||||||||||
Balance - December 31, 2018
|
3,417,187
|
$
|
1,128
|
$
|
19,311,529
|
$
|
(21,013,174
|
)
|
$
|
(1,700,517
|
)
|
|||||||||
Stock based compensation expense
|
–
|
–
|
2,754,871
|
–
|
2,754,871
|
|||||||||||||||
Issuance of common stock, net of issuance costs
|
48,930
|
16
|
749,984
|
–
|
750,000
|
|||||||||||||||
Issuance of common stock for antidilution
|
97,960
|
32
|
(32
|
)
|
–
|
–
|
||||||||||||||
Issuance of common stock for convertible debt
|
9,683
|
3
|
32,950
|
–
|
32,953
|
|||||||||||||||
Equity from merger transaction
|
1,599,178
|
528
|
15,793,109
|
–
|
15,793,637
|
|||||||||||||||
Net income
|
–
|
–
|
–
|
6,816,698
|
6,816,698
|
|||||||||||||||
Balance - March 31, 2019
|
5,172,938
|
$
|
1,707
|
$
|
38,642,411
|
$
|
(14,196,476
|
)
|
$
|
24,447,642
|
Common Stock
|
Additional
|
Accumulated
|
Total
|
|||||||||||||||||
Shares
Issued
|
Amount
|
Paid-in
Capital
|
Deficit
|
Equity
(Deficit)
|
||||||||||||||||
Balance - December 31, 2019
|
5,281,237
|
$
|
1,742
|
$
|
40,633,670
|
$
|
(28,937,705
|
)
|
$
|
11,697,707
|
||||||||||
Stock-based compensation expense
|
–
|
–
|
124,992
|
–
|
124,992
|
|||||||||||||||
Issuance of common stock, net of issuance costs
|
10,000,000
|
3,299
|
11,966,703
|
–
|
11,970,002
|
|||||||||||||||
Issuance of common stock for warrant exercise
|
65,240
|
22
|
70,437
|
–
|
70,459
|
|||||||||||||||
Issuance of common stock from 401K match
|
3,968
|
1
|
9,799
|
–
|
9,800
|
|||||||||||||||
Net loss
|
–
|
–
|
–
|
(3,985,408
|
)
|
(3,985,408
|
)
|
|||||||||||||
Balance - March 31, 2020
|
15,350,445
|
$
|
5,064
|
$
|
52,805,601
|
$
|
(32,923,113
|
)
|
$
|
19,887,552
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(3,985,408
|
)
|
$
|
6,816,698
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock-based compensation expense
|
124,992
|
2,754,871
|
||||||
Stock-based 401K company common match
|
9,800
|
–
|
||||||
Depreciation expense
|
3,902
|
18,958
|
||||||
Bargain purchase gain from merger
|
–
|
(11,729,882
|
)
|
|||||
Changes in assets and liabilities:
|
||||||||
Prepaid expenses and other assets
|
(570,916
|
)
|
(181,679
|
)
|
||||
Accounts payable
|
1,358,983
|
(620,212
|
)
|
|||||
Accrued expenses
|
122,551
|
(304,441
|
)
|
|||||
Restructuring reserve
|
(228,298
|
)
|
(121,675
|
)
|
||||
Net cash used in operating activities
|
(3,164,394
|
)
|
(3,367,362
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Cash received in reverse merger transaction
|
–
|
29,106,512
|
||||||
Net cash provided by investing activities
|
–
|
29,106,512
|
||||||
Cash flows from financing activities:
|
||||||||
Proceeds from exercise of warrants
|
70,459
|
–
|
||||||
Proceeds from issuance of common stock, net of issuance costs
|
11,970,002
|
750,000
|
||||||
Net cash provided by financing activities
|
12,040,461
|
750,000
|
||||||
Net increase in cash and cash equivalents
|
8,876,067
|
26,489,150
|
||||||
Cash and cash equivalents at beginning of period
|
12,161,739
|
103,695
|
||||||
Cash and cash equivalents at end of period
|
$
|
21,037,806
|
$
|
26,592,845
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
–
|
$
|
150
|
||||
Supplemental cash flow information:
|
||||||||
Conversion of convertible notes and accrued interest into common stock
|
$
|
–
|
$
|
32,953
|
||||
Consideration in connection with reverse merger transaction
|
$
|
–
|
$
|
15,793,638
|
|
● |
Income approach, which is based on the present value of a future stream of net cash flows.
|
|
● |
Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.
|
|
● |
Cost approach, which is based on the cost to acquire or construct comparable assets, less an allowance for functional and/or economic obsolescence.
|
|
● |
Quoted prices for identical assets or liabilities in active markets (Level 1 inputs).
|
|
● |
Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are
directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (Level 2 inputs).
|
|
● |
Unobservable inputs that reflect estimates and assumptions (Level 3 inputs).
|
Three Months Ended
March 31, 2020
|
||||
Stock options to purchase Common Stock
|
|
1,413,073
|
||
Warrants to purchase Common Stock
|
197,518
|
|||
Total
|
|
1,610,591
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Numerator
|
||||||||
Basic and diluted net (loss) income
|
$
|
(3,985,408
|
)
|
$
|
6,816,698
|
|||
Denominator
|
||||||||
Shares used in computing basic net (loss) income per share
|
10,314,761
|
3,748,325
|
||||||
Shares from dilutive securities
|
–
|
876,970
|
||||||
Shares used in computing diluted net (loss) income per share
|
10,314,761
|
4,625,295
|
||||||
Net (loss) income per share, basic
|
$
|
(0.39
|
)
|
$
|
1.82
|
|||
Net (loss) income per share, diluted
|
$
|
(0.39
|
)
|
$
|
1.47
|
Number of shares of the combined company to be owned by Edge security holders (1)
|
1,600,166
|
|||
Multiplied by the price per share of Edge's common stock as of March 15, 2019
|
$
|
9.87
|
||
Purchase price (in thousands)
|
$
|
15,794
|
(1) |
The amount includes 1,576,916 shares of Edge’s common stock outstanding as of March 15, 2019 plus 23,250 stock options of Edge that were in the money and vested immediately upon closing of the Merger. At the closing of the Merger, 753
of in-the-money options and 235 fractional shares paid out in cash to shareholders were not issued as common stock, resulting in 1,599,178 common shares issued.
|
Cash and cash equivalents
|
$
|
29,106,513
|
||
Prepaid expense and other assets
|
1,585,482
|
|||
Right to use asset
|
1,384,810
|
|||
Intangible assets-IPR&D
|
2,974,000
|
|||
Total identifiable assets acquired
|
35,050,805
|
|||
Accounts payable, accrued expenses, other liabilities
|
(4,595,934
|
)
|
||
Lease liability
|
(945,152
|
)
|
||
Deferred tax liability
|
(381,513
|
)
|
||
Total liabilities assumed
|
(5,922,599
|
)
|
||
Net identifiable assets acquired
|
29,128,206
|
|||
Bargain purchase gain (1)
|
(13,334,568
|
)
|
||
Purchase price
|
$
|
15,793,638
|
(1) |
Due to the aforementioned purchase price adjustments subsequent to March 31, 2019, the preliminary estimate of the bargain purchase gain was adjusted from $11,729,882 and finalized for the year ended December 31, 2019 at $13,334,568.
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Total
|
Quoted Prices in
Active Markets
(Level 1)
|
Quoted Prices in
Inactive Markets
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
|||||||||||||
As of March 31, 2020: (unaudited)
|
||||||||||||||||
Cash and cash equivalents
|
$
|
21,037,806
|
$
|
21,037,806
|
$
|
–
|
$
|
–
|
||||||||
As of December 31, 2019:
|
||||||||||||||||
Cash and cash equivalents
|
$
|
12,161,739
|
$
|
12,161,739
|
$
|
–
|
$
|
–
|
As of
March 31, 2020
|
As of
December 31, 2019
|
|||||||
Accrued research and development costs
|
$
|
60,415
|
$
|
16,415
|
||||
Accrued professional fees
|
495,189
|
256,062
|
||||||
Accrued compensation
|
664,587
|
603,229
|
||||||
Accrued rent
|
–
|
221,934
|
||||||
Total
|
$
|
1,220,191
|
$
|
1,097,640
|
As of
March 31, 2020
|
As of
December 31, 2019
|
|||||||
Restructuring reserve (1)
|
$
|
269,887
|
$
|
498,185
|
||||
Total
|
$
|
269,887
|
$
|
498,185
|
(1) |
Restructuring reserve relates to the severance costs incurred by Edge prior to the Merger and assumed by the Company as part of the purchase accounting, but not yet paid. The severance costs continue through September 2020. For the
three months ended March 31, 2020, the Company paid $228,298 of restructuring expense which was previously recorded on Edge’s financials.
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
(unaudited)
|
||||||||
Stock-Based Compensation
|
||||||||
Research and development
|
$
|
52,684
|
$
|
440,700
|
||||
General and administrative
|
72,308
|
2,314,171
|
||||||
Total
|
$
|
124,992
|
$
|
2,754,871
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Weighted Average
|
Weighted Average
|
|||||||
(unaudited)
|
||||||||
Volatility
|
92.56
|
%
|
83.00
|
%
|
||||
Risk-Free Interest Rate
|
1.56
|
%
|
2.49
|
%
|
||||
Expected Term in Years
|
6.01
|
6.25
|
||||||
Dividend Rate
|
0.00
|
%
|
0.00
|
%
|
||||
Fair Value of Option on Grant Date
|
$
|
0.99
|
$
|
6.54
|
Number
of Shares
|
Weighted
Average
Exercise Price
|
Weighted Average
Remaining
Contractual
Life in Years
|
Aggregate
Intrinsic Value
|
|||||||||||||
Options outstanding at December 31, 2019
|
1,421,797
|
$
|
15.95
|
|||||||||||||
Granted
|
9,000
|
1.31
|
||||||||||||||
Exercised
|
–
|
–
|
||||||||||||||
Forfeited
|
–
|
–
|
||||||||||||||
Expired
|
(17,724
|
)
|
4.69
|
|||||||||||||
Options outstanding at March 31, 2020
|
1,413,073
|
$
|
16.00
|
6.85
|
$
|
–
|
||||||||||
Vested and expected to vest at March 31, 2020
|
1,413,073
|
$
|
16.00
|
6.85
|
$
|
–
|
||||||||||
Exercisable at March 31, 2020
|
982,643
|
$
|
20.43
|
5.80
|
$
|
–
|
|
● |
the accuracy of estimates of our expenses, future revenue, capital requirements and our needs for additional financing;
|
|
● |
our ability to obtain funding for our operations in the event we determine the need to raise additional capital;
|
|
● |
our ability to retain key management personnel;
|
|
● |
the accuracy of our estimates regarding expenses, future revenues and capital requirements;
|
|
● |
our ability to maintain our listing on the Nasdaq Stock Market;
|
|
● |
regulatory developments in the United States and foreign countries;
|
●
|
unforeseen circumstances or other disruptions to normal business operations arising from or related to COVID-19;
|
|
● |
our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); and
|
|
● |
other risks and uncertainties, including those listed under Part II, Item 1A. Risk Factors.
|
|
● |
the timing and costs of our planned clinical trials;
|
|
● |
the timing and costs of our planned preclinical studies of our Versamune® platform;
|
|
● |
the outcome, timing and costs of seeking regulatory approvals;
|
|
● |
the impact of COVID-19 on company operations;
|
|
● |
the terms and timing of any future collaborations, licensing, consulting or other arrangements that we may enter into;
|
|
● |
the amount and timing of any payments we may be required to make in connection with the licensing, filing, prosecution, maintenance, defense and enforcement of any patents or patent applications or other intellectual property rights;
and
|
|
● |
the extent to which we in-license or acquire other products and technologies.
|
Three Months Ended
March 31,
|
Increase (Decrease)
|
|||||||||||||||
2020
|
2019
|
$ |
|
%
|
||||||||||||
(in thousands)
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
1,972
|
$
|
1,030
|
$
|
942
|
91
|
%
|
||||||||
General and administrative expenses
|
2,060
|
3,906
|
(1,846
|
)
|
(47
|
)%
|
||||||||||
Total operating expenses
|
4,032
|
4,936
|
(904
|
)
|
(18
|
)%
|
||||||||||
Loss from operations
|
(4,032
|
)
|
(4,936
|
)
|
904
|
(18
|
)%
|
|||||||||
Gain on bargain purchase
|
–
|
11,730
|
(11,730
|
)
|
(100
|
)%
|
||||||||||
Interest income, net
|
46
|
23
|
23
|
100
|
%
|
|||||||||||
Net (loss) and comprehensive gain
|
$
|
(3,985
|
)
|
$
|
6,817
|
$
|
(10,803
|
)
|
(158
|
)%
|
Three Months Ended March 31,
|
||||||||
2020
|
2019
|
|||||||
Net cash used in operating activities
|
$
|
(3,164
|
)
|
$
|
(3,367
|
)
|
||
Net cash provided by investing activities
|
–
|
29,106
|
||||||
Net cash provided by financing activities
|
12,040
|
750
|
||||||
Net increase in cash and cash equivalents
|
$
|
8,876
|
$
|
26,489
|
|
● |
the initiation, progress, timing, costs and results of our planned clinical trials;
|
|
● |
the outcome, timing and cost of meeting regulatory requirements established by the U.S. Food and Drug Administration, or FDA, the European Medicines Agency, or EMA, and other comparable foreign regulatory authorities;
|
|
● |
the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;
|
|
● |
the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us now or in the future;
|
|
● |
the effect of competing technological and market developments;
|
|
● |
the cost of establishing sales, marketing and distribution capabilities in regions where we choose to commercialize our tablet vaccines on our own; and
|
|
● |
the initiation, progress, timing and results of our commercialization of our tablet vaccine candidates, if approved, for commercial sale.
|
ITEM 3: |
ITEM 4: |
PART II. |
OTHER INFORMATION
|
ITEM 1. |
ITEM 1A. |
|
● |
|
● |
the outcome, timing and cost of meeting regulatory requirements established by the FDA and other comparable foreign regulatory authority;
|
|
● |
the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;
|
|
● |
the cost of defending potential intellectual property disputes, including any patent infringement actions brought by third parties against us now or in the future;
|
|
● |
the effect of competing technological and market developments;
|
|
● |
the cost of establishing sales, marketing and distribution capabilities in regions where we choose to commercialize PDS0101 on our own; and
|
|
● |
the initiation, progress, timing and results of the commercialization of PDS0101, if approved, for commercial sale.
|
|
● |
delays or difficulties in enrolling patients in our clinical trials;
|
|
● |
delays or difficulties in initiating or expanding clinical trials, including delays or difficulties with clinical site initiation and recruiting clinical site investigators and clinical site staff;
|
|
● |
increased rates of patients withdrawing from our clinical trials following enrollment as a result of contracting COVID-19 or other health conditions or being forced to quarantine;
|
|
● |
diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical
trials;
|
|
● |
interruption of key clinical trial activities, such as clinical trial site data monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others or
interruption of clinical trial subject visits and study procedures, which may impact the integrity of subject data and clinical study endpoints;
|
|
● |
interruption or delays in the operations of the FDA or other regulatory authorities, which may impact review and approval timelines;
|
|
● |
delays or disruptions in preclinical experiments and investigational new drug application-enabling studies due to restrictions of on-site staff and unforeseen circumstances at contract research
organizations and vendors;
|
|
● |
interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in
delivery systems;
|
|
● |
limitations on our ability to recruit and hire key personnel due to our inability to meet with candidates because of travel restrictions and “shelter in place” orders;
|
|
● |
limitations on employee resources that would otherwise be focused on the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the desire of
employees to avoid contact with large groups of people; and
|
|
● |
interruption or delays to our sourced discovery and clinical activities.
|
ITEM 2. |
ITEM 3. |
ITEM 4. |
ITEM 6. |
EXHIBITS
|
Exhibit
Number
|
Exhibit Description
|
|
Sublease Agreement, effective as of March 5, 2020, by and between PDS Biotechnology Corporation and COWI North America, Inc. (filed as Exhibit 10.37 to the Company’s Annual Report on
Form 10-K on March 27, 2020 and incorporated herein by reference).
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.
|
PDS Biotechnology Corporation
|
||
May 13, 2020
|
By:
|
/s/ Frank Bedu-Addo
|
Frank Bedu-Addo
|
||
President and Chief Executive Officer
|
||
May 13, 2020
|
By:
|
/s/ Janetta Trochimiuk
|
Janetta Trochimiuk
|
||
Controller
|
||
(Principal Accounting Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of PDS Biotechnology Corporation for the period ended March 31, 2020;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3 |
Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 13, 2020
|
/s/ Frank Bedu-Addo
|
|
Frank Bedu-Addo
|
||
President and Chief Executive Officer
|
||
1. |
I have reviewed this Quarterly Report on Form 10-Q of PDS Biotechnology Corporation for the period ended March 31, 2020;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3 |
Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 13, 2020
|
/s/ Janetta Trochimiuk
|
|
Janetta Trochimiuk
|
||
Controller
|
||
(Principal Accounting Officer)
|
|
(1) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 13, 2020
|
/s/ Frank Bedu-Addo
|
|
Frank Bedu-Addo
|
||
President and Chief Executive Officer
|
||
|
(1) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 13, 2020
|
/s/ Janetta Trochimiuk
|
|
Janetta Trochimiuk
|
||
Controller
|
||
(Principal Accounting Officer)
|