Apollo Endosurgery, Inc. (NASDAQ:APEN) Files An 8-K Changes in Registrant’s Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On June 25, 2020, the Audit Committee, or the Audit Committee, of Apollo Endosurgery, Inc., or the Company, dismissed KPMG LLP, or KPMG, as the Company’s independent registered public accounting firm.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, nor were they 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 years ended December 31, 2019 and 2018, contained a separate paragraph stating “As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, cash flow deficits and debt covenant violations and has an accumulated deficit 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 fiscal years ended December 31, 2019 and December 31, 2018 and through the date of dismissal, June 25, 2020, there were no: (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with 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 reports on the consolidated financial statements of the Company for such years, or (ii) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), except that KPMG advised the Company of a material weakness as of December 31, 2018 related to the transition in-house of the sales order to cash process (which includes revenue and accounts receivable) from a third-party service provider, where the Company’s risk assessment was not sufficient, and therefore ineffective, to ensure controls were designed and implemented to respond to the risks in the transition and sufficient resources were not available to implement the transition in the requisite timeframe. Additionally, the communication of objectives and responsibilities for internal controls related to the transition was insufficient, and therefore ineffective. As a result, KPMG identified control deficiencies over the verification of sales orders including price change approvals, the approval of credit memos and the verification of the application of cash to individual customer account balances.

The Company has provided KPMG with a copy of this Current Report on Form 8-K and has requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission, to Item 304(a)(3) of Regulation S-K, stating whether KPMG agrees with the statements herein as they relate to KPMG. A copy of KPMG\’s letter dated July 1, 2020 is attached as Exhibit 16.1 hereto and is incorporated herein by reference.

(b) Engagement of New Independent Registered Public Accounting Firm

On June 25, 2020, the Audit Committee approved the appointment of Moss Adams LLP to serve as the Company\’s new independent registered public accounting firm, effective immediately, for the fiscal year ending December 31, 2020.

During the fiscal years ended December 31, 2019 and December 31, 2018 and through June 25, 2020, neither the Company nor anyone on the Company\’s behalf consulted Moss Adams LLP 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 consolidated financial statements, nor did Moss Adams LLP provide a written report or oral advice to the Company that Moss Adams LLP 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

Apollo Endosurgery, Inc. Exhibit
EX-16.1 2 ex16-1kpmgsecletter.htm EX-16.1 DocumentExhibit 16.1July 1,…
To view the full exhibit click here

About Apollo Endosurgery, Inc. (NASDAQ:APEN)

Apollo Endosurgery, Inc., formerly Lpath, Inc., is a medical device company. The Company is focused on less invasive therapies for the treatment of obesity, as well as other gastrointestinal disorders. The Company’s device-based therapies are an alternative to invasive surgical procedures. The Company offers products in over 80 countries. The Company’s products include ORBERA, LAP-BAND and OverStitch. The Company’s product, ORBERA, is a gastric balloon. The ORBERA Intragastric Balloon System is a weight loss aid for adults suffering from obesity. The LAP-BAND System is a minimally invasive procedure that offers weight loss. The LAP-BAND System is indicated for weight reduction for patients with obesity. The OverStitch Endoscopic Suturing System enables advanced endoscopic surgery by allowing physicians to place full-thickness sutures through a flexible endoscope. OverStitch offers solutions for defects in both the upper and lower gastrointestinal tract.