Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On December 17, 2020, the Audit Committee (the "Audit Committee") of the Board
of Directors (the "Board") of the Company elected to continue to engage Marcum
LLP ("Marcum"), an independent registered accounting firm, as the Company's
independent registered public accounting firm to review the Company's condensed
consolidated financial statements for the three and nine month period ended
November 30, 2020, and, following Marcum's review of the Company's condensed
consolidated financial statements for the three and nine month period ended
November 30, 2020, decided to terminate Marcum's engagement and appoint Armanino
LLP ("Armanino"), as the independent registered public accounting firm engaged
to audit the Company's consolidated financial statements for the year ended
December 31, 2020.
Marcum has since completed its review of the Company's condensed consolidated
financial statements for the three and nine month period ended November 30,
2020, and the Company terminated its relationship with Marcum effective January
15, 2021.
The reports of Marcum on the Company's financial statements for the fiscal year
ended February 29, 2020 and for the period from March 20, 2018 (inception)
through February 28, 2019, 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 that, the reports on the financial statements of
the Company as of and for the year ended February 29, 2020 and for the period
from March 20, 2018 (inception) through February 28, 2019, each contained a
separate explanatory paragraph regarding substantial doubt about the Company's
ability to continue as a going concern.
During the fiscal year ended February 29, 2020 and for the period from March 20,
2018 (inception) through February 28, 2019, and the subsequent interim period
through November 30, 2020, there have been no "disagreements" (as defined in
Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Marcum on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Marcum, would have caused Marcum to make reference thereto in
their reports on the financial statements for such fiscal years.
During the fiscal year ended February 29, 2020 and for the period from March 20,
2018 (inception) through February 28, 2019, and any subsequent interim period
through November 30, 2020, there have been no "reportable events" (as defined in
Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Marcum with a copy of the disclosure it is making
herein in response to Item 304(a) of Regulation S-K and requested that Marcum
furnish the Company with a copy of its letter addressed to the SEC, pursuant to
Item 304(a)(3) of Regulation S-K, stating whether Marcum agrees with the
statements made by the Company in response to Item 304(a) of Regulation S-K. A
copy of Marcum's letter to the SEC dated January 20, 2021, is filed as Exhibit
16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On January 19, 2021, the Audit Committee approved the appointment of Armanino as
Reviva Pharmaceutical Holdings, Inc.'s new independent registered public
accounting firm, effective immediately. During the fiscal year ended February
29, 2020 and for the period from March 20, 2018 (inception) through February 28,
2019, and the subsequent interim period through November 30, 2020, neither
Tenzing, nor anyone on its behalf, consulted Armanino 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 on
the financial statements of Tenzing, and no written report or oral advice was
provided to Tenzing by Armanino that Armanino concluded was an important factor
considered by Tenzing in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was either 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).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As previously reported, in December 2020, the Company acquired Reviva
Pharmaceuticals, Inc. ("Reviva Sub"), its wholly owned subsidiary, by way of a
reverse merger transaction in which Reviva Sub is treated as the acquirer for
financial accounting purposes. On January 19, 2021, therefore, the Board
approved a change in the Company's fiscal year end from February 28 to December
31, the fiscal year end of Reviva Sub.
In accordance with SEC guidance, no transition report is required in connection
with the change in the Company's fiscal year end. Accordingly, the Company
intends to file an Annual Report on Form 10-K for the year ended December 31,
2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit
16.1 Letter from Marcum LLP, dated January 20, 2021.
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