Item 4.01 Changes in Registrant's Certifying Accountant.
On September 24, 2020, the Audit Committee (the "Audit Committee") of the Board
of Directors (the "Board") of Adicet Bio, Inc., a Delaware corporation (the
"Company"), approved the appointment of KPMG LLP ("KPMG") to serve as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2020.
On September 15, 2020 (the "Effective Date"), pursuant to the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of April 28, 2020, by and among
resTORbio, Inc. ("resTORbio"), Adicet Bio, Inc. ("Prior Adicet") and Project
Oasis Merger Sub, Inc., a direct, wholly-owned subsidiary of resTORbio ("Merger
Sub"), the Company completed the previously announced acquisition of Prior
Adicet, by means of a merger of Merger Sub with and into Prior Adicet, with
Prior Adicet surviving such merger as a wholly owned subsidiary of the Company
(the "Merger"). In connection with the Merger, the Company changed its name from
"resTORbio, Inc." to "Adicet Bio, Inc." and Prior Adicet changed its name from
"Adicet Bio, Inc." to "Adicet Therapeutics, Inc."
On September 25, 2020, PricewaterhouseCoopers LLP ("PwC"), Prior Adicet's
independent registered public accounting firm prior to the Merger, was dismissed
as the Company's independent registered public accounting firm.
PwC's report on Prior Adicet's financial statements as of and for the year ended
December 31, 2019 and 2018, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that PwC's report for the year ended December 31,
2019 included an explanatory paragraph regarding substantial doubt as to the
company's ability to continue as a going concern.
During the years ended December 31, 2019 and 2018, and the subsequent interim
period through September 25, 2020, there were no: (i) disagreements with PwC 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 to the subject matter of
the disagreement in connection with its report or (ii) reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K, except for the material
weaknesses Prior Adicet identified, which are as follows: (i) Prior Adicet did
not design or maintain an effective control environment commensurate with its
financial reporting requirements due to lack of a sufficient number of
accounting professionals with the appropriate level of experience and training;
(ii) Prior Adicet did not design and maintain formal accounting policies,
procedures and controls to achieve complete, accurate and timely financial
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accounting, reporting and disclosures, and monitoring controls maintained at the
corporate level were not at a sufficient level of precision to provide for the
appropriate level of oversight of activities related to Adicet's internal
control over financial reporting; (iii) Prior Adicet did not design and maintain
effective controls over segregation of duties with respect to the preparation
and review of account reconciliations as well as creating and posting manual
journal entries; and (iv) Prior Adicet did not design and maintain formal
accounting policies, processes and controls to analyze, account for and disclose
complex transactions.
During the years ended December 31, 2019 and 2018, and the subsequent interim
period through September 25, 2020, Prior Adicet did not consult KPMG with
respect to 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 Prior Adicet's financial statements, and no written report
or oral advice was provided to Prior Adicet by KPMG that KPMG concluded was an
important factor considered by Prior Adicet in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is described in Item
304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related
instructions to Item 304 of Regulation S-K under the Exchange Act, or a
reportable event, as that term is described in Item 304(a)(1)(v) of Regulation
S-K under the Exchange Act.
A letter from PwC is attached as Exhibit 16.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
16.1 Letter dated October 1, 2020 from PwC to the Securities and Exchange
Commission.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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