Item 2.05. Costs Associated with Exit or Disposal Activities.
On December 26, 2019, the Board of Directors of Vaxart, Inc. approved a
reduction-in-force affecting approximately 50% of our employees, which primarily
impacted our manufacturing personnel. We expect to incur approximately $375,000
in severance and termination costs and to complete the reduction-in-force by
January 31, 2020.
We plan to prioritize and focus our resources on partnering opportunities,
including our norovirus and universal influenza programs, and not on
manufacturing capabilities.
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
We dismissed KPMG LLP, or KPMG, as our independent registered public accounting
firm on December 31, 2019. The decision to dismiss KPMG was approved by our
audit committee.
The report of KPMG on our consolidated financial statements as of and for the
years ended December 31, 2018 and 2017 contained no adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principle, except as follows:
The report of KPMG on our consolidated financial statements as of and for the
years ended December 31, 2018 and 2017, contained a separate paragraph stating
that "the Company has experienced losses and negative cash flows from operations
since its inception, has an accumulated deficit, and has debt obligations that
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 years ended December 31, 2018 and December 31, 2017, and the
subsequent interim period from January 1, 2019 through December 31, 2019,
(1) there were no disagreements (as that term is used in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between us and KPMG 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 KPMG, would have caused KPMG to make reference thereto in its
report on our consolidated financial statements for the years ended December 31,
2018 and 2017, and (2) there were no "reportable events" as such term is defined
in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses
identified in our internal control over financial reporting related to our lack
of consistent processes to appropriately perform effective and timely review of
account reconciliations and non-routine transactions.
We have provided KPMG with a copy of the disclosures set forth in this Current
Report on Form 8-K and have requested that KPMG furnish a letter addressed to
the U.S. Securities Commission stating whether or not KPMG agrees with the
statements related to KPMG made by us in this Current Report on Form 8-K. A copy
of that letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Newly Appointed Independent Registered Public Accounting Firm
We appointed OUM & Co. LLP, or OUM, as our independent registered public
accounting firm on December 31, 2019 to audit our financial statements for the
year ended December 31, 2019. The decision to change our independent registered
public accounting firm was approved by our audit committee.
During the years ended December 31, 2018 and December 31, 2017, and the
subsequent interim period from January 1, 2019 through December 31, 2019,
preceding our appointment of OUM, as our independent registered public
accounting firm, we did not consult with OUM, on matters that involved the
application of accounting principles to a specified transaction, the type of
audit opinion that might be rendered on our financial statements or any other
matter that was either the subject of a disagreement or reportable event.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
16.1 Letter to the U.S. Securities Exchange Commission, dated January
2, 2020
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