Item 4.01. Change in Registrant's Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On November 9, 2020, the Audit Committee (the "Audit Committee") of the Board of
Directors of BioCardia, Inc. (the "Company"), approved the dismissal of KPMG LLP
("KPMG"), which was then serving as the Company's independent registered public
accounting firm. KPMG was dismissed on November 9, 2020 as the Company's
independent registered public accounting firm, effective upon completion of
their review of the Company's unaudited condensed consolidated financial
statements as of and for the three and nine months ended September 30, 2020.
KPMG's reports on the Company's financial statements for the years ended
December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except for the following separate paragraphs that stated:
"The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred net losses and
negative cash flows from operations since its inception and had an accumulated
deficit that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
As discussed in Note 2 to the consolidated financial statements, the Company has
changed its method of accounting for leases as of January 1, 2019 due to the
adoption of FASB Accounting Standards Update 2016-02, Leases (Topic 842) and
FASB Accounting Standards Update 2018-11, Leases (Topic 842): Targeted
Improvements."
During the two fiscal years ended December 31, 2019 and 2018 and the subsequent
interim period through November 9, 2020, there were no: (1) disagreements with
KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to their satisfaction, would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement, or (2)
reportable events, except that KPMG LLP advised BioCardia, Inc. of the following
material weakness: a lack of sufficient technical resources to appropriately
perform effective and timely review of the accounting for and disclosure of
complex non-routine transactions, including the adoption of new accounting
standards. The subject matter of this reportable event was discussed by the
Audit Committee with KPMG. The Company has authorized KPMG to respond fully to
the inquiries of PKF, LLP concerning the subject matter of the reportable event.
The Company has provided KPMG with the disclosures under this Item 4.01(a) and
has requested KPMG to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in this Item 4.01(a) and, if not, stating the respects in
which it does not agree. KPMG's letter is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On November 9, 2020, the Audit Committee approved the appointment of PKF, LLP as
the Company's new independent registered public accounting firm, effective
November 11, 2020. During the Company's two most recent fiscal years ended
December 31, 2019 and 2018, and the subsequent interim period through November
11, 2020, neither the Company nor anyone acting on its behalf consulted with
PKF, LLP regarding any of the matters described in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Letter from KPMG LLP to the Securities and Exchange Commission dated
16.1 November 12, 2020.
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