Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On August 2, 2021, the Audit Committee (the "Audit Committee") of our Board of
Directors (the "Board") dismissed Marcum LLP as our independent registered
public accounting firm. Marcum LLP had served as our independent registered
public accounting firm since 2012.
Marcum LLP's most recent reports on our consolidated financial statements for
the years ended December 31, 2019, 2018 and 2017 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except that the reports were
qualified on the basis of the substantial doubt about the Company's ability to
continue as a going concern.
During our two most recent fiscal years ended December 31, 2020 and 2019 and the
subsequent interim period through August 2, 2021, there were no disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions)
between us and Marcum LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Marcum LLP, would have
caused Marcum LLP to make reference thereto in its reports on our consolidated
financial statements for such years.
During the two most recent fiscal years ended December 31, 2020 and 2019 and
through the subsequent interim period preceding Marcum LLP's dismissal, there
were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K,
except for the material weaknesses in our internal control over financial
reporting as of December 31, 2019 previously reported in the annual report on
Form 10-K filed with the Securities and Exchange Commission (the "SEC") on April
23, 2021. The material weaknesses related to the lack of a sufficient number of
personnel with an appropriate level of knowledge and experience in the
application of GAAP commensurate with our financial reporting requirements at
the time; the lack of sufficient complement of personnel to permit the
segregation of duties among personnel with access to accounting and information
systems; and our failure to maintain appropriate tax work papers to properly
support amounts disclosed in the financial statements.
We provided Marcum LLP with a copy of the disclosure we are making in this
report and requested that Marcum LLP furnish us with a copy of its letter
addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating
whether or not Marcum LLP agrees with the statements related to them by us in
this report.
(b) Engagement of Independent Registered Public Accounting Firm
On August 2, 2021, the Audit Committee approved the appointment of RAM
Associates, LLP ("RAM Associates") as our new independent registered public
accounting firm, effective immediately, to perform independent audit services
for the fiscal years ending December 31, 2021 and 2020. RAM Associates has
served as the auditor for Nostrum Laboratories, Inc. and its affiliates, which
are subsidiaries of Nostrum Pharmaceuticals LLC, our largest shareholder, since
2008.
During the fiscal years ended December 31, 2020 and 2019, and during the
subsequent interim period through August 2, 2021, neither we, nor anyone on our
behalf, consulted RAM Associates regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered with respect to our
consolidated financial statements, and no written report or oral advice was
provided to us by RAM Associates that was an important factor considered by us
in reaching a decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a
reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
-2-
© Edgar Online, source Glimpses