ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the "Audit Committee") of the Board of Directors of Qumu
Corporation (the "Company") conducted a review process to determine the
Company's independent registered public accounting firm for the Company's fiscal
year ending December 31, 2022. On July 6, 2022, the Audit Committee approved the
dismissal of KPMG LLP ("KPMG") and approved the engagement of Marcum LLP
("Marcum") as the Company's independent registered public accounting firm for
the Company's fiscal year ending December 31, 2022.
KPMG's audit report on the Company's consolidated financial statements as of and
for the fiscal year ended December 31, 2021 did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except as follows: KPMG's report on the
consolidated financial statements of the Company and subsidiaries as of and for
the year ended December 31, 2021, contained a separate paragraph stating that
"the Company has experienced recurring operating losses and its cash resources
available to execute its business plan over the next twelve months raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
During the fiscal year ended December 31, 2021, and the subsequent interim
period through July 6, 2022, there were (i) no disagreements between the Company
and KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, any of which, if not
resolved to KPMG's satisfaction, would have caused KPMG to make reference
thereto in its reports, and (ii) no "reportable events" within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of disclosures it is making in this Form
8-K and requested that KPMG furnish a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made by
the Company set forth above. A copy of KPMG's letter dated July 8, 2022, is
filed as Exhibit 16.1 hereto.
(b) Engagement of New Independent Registered Public Accounting Firm
On July 6, 2022, Marcum was engaged by the Audit Committee as the Company's
independent registered public accounting firm concurrently with the dismissal of
KPMG. During the fiscal years ended December 31, 2021 and 2020, and during the
subsequent interim period from January 1, 2022 through July 6, 2022, neither the
Company nor anyone on its behalf has consulted with Marcum 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
the Company's financial statements, and neither a written report or oral advice
was provided to the Company that Marcum concluded was an important factor
considered by the Company 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.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
16.1 Letter from KPMG LLP dated July 8, 2022.
104.1 Cover Page Interactive Data File (formatted as inline XBRL)
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