Current Report Filing (8-k)
July 02 2020 - 05:31PM
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)
June 29, 2020
electroCore, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-38538 |
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20-3454976 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number)
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150 Allen Road, Suite 201
Basking Ridge, NJ 07920
(Address of principal executive offices and zip code)
(973) 290-0097
(Registrant’s telephone number, including area code)
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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
Common
Stock, Par Value $0.001 Per Share |
ECOR |
NASDAQ
Global Select Stock Market |
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) Dismissal of Previous Independent Registered Public
Accounting Firm
On June 29, 2020, the audit committee of the board of directors
(the “Audit Committee”) of electroCore, Inc. (“electroCore” or the
“Company”) authorized the dismissal of KPMG LLP (“KPMG”) as the
Company’s independent registered public accounting firm, and KPMG
was dismissed as the Company’s independent registered public
accounting firm as of such date. KPMG served as the Company’s
independent registered public accounting firm for the fiscal years
ended December 31, 2019 and 2018 and the subsequent periods through
June 29, 2020.
KPMG’s report on the Company’s consolidated financial statements as
of and for the years ended December 31, 2019 and 2018 did not
contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except as follows:
KPMG’s report on the consolidated financial statements as of and
for the fiscal years ended December 31, 2019 and 2018 contained a
separate paragraph stating that “the Company has suffered recurring
losses from operations and has a net capital deficiency 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 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.”
During the Company’s two most recent fiscal years ended December
31, 2019 and 2018 and the subsequent interim period through June
29, 2020: (i) there were no disagreements between the Company and
KPMG on any matters 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 them to make reference to the subject matter of
the disagreements in connection with their opinion on the Company’s
consolidated financial statements; and (ii) there were no
“reportable events” (as described in Item 304(a)(1)(v) of
Regulation S-K).
The Company provided KPMG with a copy of the disclosures under this
Item 4.01(a), and has requested and received from KPMG a copy of
the letter addressed to the Securities and Exchange Commission
stating whether KPMG agrees with such disclosure. A copy of the
letter from KPMG is attached as Exhibit 16.1 to this Current Report
on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting
Firm
Effective June 29, 2020, the Audit Committee authorized the
appointment of Marcum LLP (“Marcum”) as the Company’s new
independent registered public accounting firm for the fiscal year
ending December 31, 2020, and Marcum was appointed as the Company’s
independent registered public accounting firm. The decision to
change the Company's principal independent accountants was the
result of a competitive process undertaken by management and the
Audit Committee as well as the Company's focus on reducing its
general and administrative expenses. During the Company’s two most
recent fiscal years ended December 31, 2019 and 2018, and the
subsequent interim period through June 29, 2020, neither the
Company nor anyone acting on behalf of the Company had consulted
Marcum regarding either: (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, nor did Marcum provide a
written report or oral advice to the Company that Marcum concluded
was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issues; or (ii) any matter that was either the subject of a
“disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a “reportable event” (as described
in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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electroCore,
Inc. |
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July
2, 2020 |
/s/
Brian Posner |
|
Brian
Posner |
|
Chief
Financial Officer |
electroCore (NASDAQ:ECOR)
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