Current Report Filing (8-k)
02 April 2015 - 11:01PM
Edgar (US Regulatory)
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 2, 2015 (April 1, 2015)
GlobeImmune, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35642 |
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84-1353925 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1450 Infinite Drive
Louisville, CO |
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80027 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (303) 625-2700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01. |
Changes in Registrants Certifying Accountant. |
(a) Dismissal of Independent Accountant
On April 1, 2015, KPMG LLP (KPMG) was dismissed as the independent registered public accounting firm of GlobeImmune, Inc.
(GlobeImmune). GlobeImmunes audit committee of the board of directors approved the dismissal of KPMG.
KPMGs reports on
GlobeImmunes financial statements for the years ended December 31, 2014 and 2013, respectively, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. During the two fiscal years ended December 31, 2014, and the subsequent interim period through April 1, 2015, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, 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 for a material weakness in internal controls due to the fact that the Company only has one employee in the accounting and finance department. As a result, the Company was unable to allow for proper segregation of
duties and reviews of transactions prior to being entered into the Companys books and records.
The material weakness has not been remediated as of
the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no matters that were either the subject of a disagreement as
defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
GlobeImmune provided
KPMG with a copy of the foregoing disclosures and requested KPMG to furnish GlobeImmune with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agrees with the disclosures. A copy of KPMGs letter is filed
as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Accountant
On April 1, 2015, GlobeImmune engaged EKS&H LLLP (EKS&H) as its new independent registered public accounting firm to act as the
principal accountant to audit GlobeImmunes financial statements. During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through the date of the filing of this Form 8-K, neither GlobeImmune nor anyone
on its behalf consulted with EKS&H regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on GlobeImmunes financial
statements and neither a written report nor oral advice was provided to GlobeImmune that EKS&H concluded was an important factor considered by GlobeImmune in reaching a decision as to any accounting, auditing or financial reporting issue,
(ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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16.1 |
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Letter from KPMG LLP, dated April 2, 2015. |
SIGNATURES
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.
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GlobeImmune, Inc. |
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Dated: April 2, 2015 |
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By: |
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/s/ C. Jeffrey Dekker |
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C. Jeffrey Dekker |
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Vice President, Finance and Treasurer |
EXHIBIT 16.1
April 2, 2015
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for GlobeImmune Inc. and, under the date of March 17, 2015, we reported on the financial statements of
GlobeImmune Inc. as of and for the years ended December 31, 2014 and 2013. On April 1, 2015, we were dismissed. We have read GlobeImmune Inc.s statements included under Item 4.01(a) of its Form 8-K dated April 2, 2015, and
we agree with such statements, except that we are not in a position to agree or disagree with GlobeImmune Inc.s statement that GlobeImmune Inc.s audit committee of the board of directors approved our dismissal. We also are not in a
position to agree or disagree with GlobeImmune Inc.s statements that EKS&H LLLP was not engaged regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on
GlobeImmune Inc.s financial statements and that neither a written report nor oral advice was provided to GlobeImmune that EKS&H LLLP concluded was an important factor considered by GlobeImmune in reaching a decision as to any accounting,
auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
Very truly yours,
/s/ KPMG LLP
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