Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Decision to Dismiss Independent Registered Public Accounting Firm
On September 21, 2022, the audit committee of the board of directors of Palisade
Bio, Inc. (the "Audit Committee"), a Delaware corporation (the "Company"),
approved the dismissal of BDO USA, LLP ("BDO") as the Company's independent
registered public accounting firm.
The audit report of BDO on the consolidated financial statements of the Company
as of and for the years ended December 31, 2021 and 2020 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 that the report on
the Company's consolidated financial statements as of and for the years ended
December 31, 2021 and 2020 contained an explanatory paragraph regarding the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years ended December 30, 2021 and
2020 and the subsequent interim period through September 21, 2022, there were no
disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with
BDO 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 BDO, would have caused BDO to make reference to the
subject matter of such disagreements in connection with its report on the
financial statements for such periods.
During the Company's two most recent fiscal years ended December 30, 2021 and
2020 and the subsequent interim period September 21, 2022, there were no
reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K,
except that as previously disclosed, the Company reported that there were
material weaknesses in internal controls over financial reporting for the years
ending December 31, 2021 and 2020 related to: (i) lack of controls in the
financial closing and reporting process and (ii) fair value calculation of
options granted.
The Company has provided BDO with a copy of the disclosures in this Current
Report on Form 8-K prior to filing with the Securities and Exchange Commission
("SEC"). A copy of BDO's letter, stating it agrees with the statements as set
forth above, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Decision Regarding New Independent Registered Public Accounting Firm
On September 21, 2022, the Audit Committee approved the appointment of Baker
Tilly US, LLP ("Baker Tilly") as the Company's new independent registered public
accounting firm for the year ending December 31, 2022, effective September 21,
2022.
During the years ended December 31, 2021 and 2020 and the subsequent interim
periods through September 21, 2022, neither the Company nor anyone acting on its
behalf has consulted with Baker Tilly with respect to (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, and neither a written report nor oral advice was provided to the
Company that Baker Tilly concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue or (ii) any matter that was either the subject of a
"disagreement" or "reportable event" as those terms are defined in Item
304(a)(1) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter to SEC from BDO USA, LLP.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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