Current Report Filing (8-k)
14 April 2022 - 10:07PM
Edgar (US Regulatory)
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0001054102
2022-04-13
2022-04-13
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 13, 2022
INTERPACE
BIOSCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
delaware |
|
0-24249 |
|
22-2919486 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Morris
Corporate Center 1, Building C
300
Interpace Parkway,
Parsippany,
NJ 07054
(Address,
including zip code, of Principal Executive Offices)
(855)
776-6419
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Termination of Registrant’s Certifying Accountant
On
April 13, 2022 (“Effective Date”), the relationship between Interpace Biosciences, Inc. (the “Company”)
and BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the Company was
terminated. The audit committee of the Company’s board of directors (“Audit Committee”) approved this decision.
The
reports of BDO on the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2021 and 2020
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 there was an explanatory paragraph describing conditions that raised substantial doubt about the Company’s
ability to continue as a going concern.
During
the fiscal years ended December 31, 2021 and 2020, as well as during the subsequent interim period preceding the Effective Date, there
were no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with
BDO with respect to any matter relating to accounting principles or practices, financial statement disclosures, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of BDO, would have caused it to make reference thereto in its reports
on the audited consolidated financial statements of the Company for such years; or (ii) “reportable events” (as that term
is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weakness in the Company’s
internal control over financial reporting related to properly identifying all the events that could trigger an asset impairment reported
in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2020.
The
Company has provided BDO a copy of this Current Report on Form 8-K, in accordance with Item 304(a)(3) of Regulation S-K and requested
that BDO provide the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosures. A copy of
BDO’s letter to the SEC dated April 13, 2022 is attached hereto as Exhibit 16.1.
(b)
Appointment of New Certifying Accountant
On
April 13 , 2022 (the “Engagement Date”), the Audit Committee approved the selection and engagement of EisnerAmper
LLP (“Eisner”) as the Company’s new independent registered public accounting firm. During the years ended December
31, 2021 and 2020, and the subsequent interim period through the Engagement Date, neither the Company, nor anyone on its behalf, consulted
Eisner regarding any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Interpace
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Thomas W. Burnell |
|
Name: |
Thomas
W. Burnell |
|
Title: |
President
and Chief Executive Officer |
Date:
April 14, 2022
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