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.
Exhibit No. Description of Exhibit
16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
July 2, 2020.
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