Table of Contents
Risks related to this offering and ownership of our common stock
We have identified material weaknesses in our internal control over financial reporting. If we are
unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be
able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2014 and 2013
and review of our consolidated financial statements for the nine months ended September 30, 2015 and 2014, we identified material weaknesses in our internal control over financial reporting. A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our
financial statements will not be prevented or detected on a timely basis.
determined that we did not design or maintain an effective control environment with the sufficient number of trained professionals with an appropriate level of accounting knowledge,
training and experience to properly analyze, record and disclose accounting matters commensurate with our financial reporting requirements. This material weakness contributed to the following material
- We did not design and maintain formal accounting policies, procedures and controls commensurate with our accounting and financial
- We did not design and maintain formal accounting policies, or processes and procedures to identify, analyze, and appropriately account
for and disclose complex debt and equity agreements, or share-based compensation awards.
- We did not design and maintain processes and procedures that restrict access to key financial systems and records to appropriate users
and evaluate whether appropriate segregation of duties is being maintained. Specifically, certain personnel had access to financial application, programs and data beyond that needed to perform their
individual job responsibilities without independent monitoring.
control deficiencies resulted in adjustments to our consolidated financial statements for the years ended December 31, 2013 and 2014 and nine months ended
September 30, 2014 and 2015 to fixed assets, debt, equity, research and development expense, general and administrative expense, interest expense and the statement of cash flows. Each of the
control deficiencies could result in a misstatement of aforementioned accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements
that would not be prevented or detected. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.
are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the control deficiencies that led to our material
- the appointment of a Chief Financial Officer in August 2015;
- the appointment of a Corporate Controller in September 2015;
- the establishment of formalized accounting policies and procedures and internal controls; and