Item 4.01 Change in Registrant's Certifying Accountant.
(a) Former Independent Registered Public Accounting Firm
On June 18, 2020, Adamis Pharmaceuticals Corporation ("Adamis" or the "Company")
dismissed Mayer Hoffman McCann P.C. ("MHM") as the Company's independent
registered public accounting firm. The Audit Committee of the Board of Directors
of the Company approved the decision to dismiss MHM. The Company has authorized
MHM to respond fully to the inquiries of the successor auditors.
During the two fiscal years ended December 31, 2019, and the subsequent interim
periods through June 18, 2020, there were no: (1) disagreements with MHM 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 (as
described in Item 304(a)(1)(v) of Regulation S-K).
The audit reports of MHM on the Company's financial statements as of and for the
years ended December 31, 2019 and 2018 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that the reports included an
explanatory paragraph noting that the Company has incurred recurring losses from
operations and is dependent on additional financing to fund operations, and that
such conditions raise substantial doubt about the Company's ability to continue
as a going concern.
The Company provided MHM with a copy of the foregoing disclosures and requested
MHM to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above disclosures.
A copy of the letter furnished pursuant to that request is filed as Exhibit 16.1
to this Current Report on Form 8-K.
(b) New Independent Registered Public Accounting Firm
On June 18, 2020, the Audit Committee appointed BDO USA, LLP ("BDO") as the
Company's new independent registered public accounting firm, effective
immediately. During the fiscal years ended December 31, 2019 and 2018, and
during all subsequent interim periods through June 18, 2020, neither the Company
nor anyone on its behalf consulted with BDO regarding (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 Company's financial
statements, and in each case where a written report or oral advice was provided
to the Company that BDO concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of a "disagreement"
with its former auditors within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions or a "reportable event" within the meaning of
Item 304(a)(1)(v) Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit
No. Description
16.1 Letter from Mayer Hoffman McCann P.C. to the Securities and Exchange
Commission.
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