IMMUNE PHARMACEUTICALS, INC. (NASDAQ:IMNP) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01.
On December 7, 2017, the Audit Committee of Immune Pharmaceuticals, Inc. (the “Company”) notified BDO USA, LLP ("BDO"), the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, that the Company and its Audit Committee had determined to dismiss BDO effective as of such date. On and effective as of December 7, 2017, the Company entered into an engagement letter with Marcum, LLP (“Marcum”) as approved by the Audit Committee, and engaged Marcum to act as the Company’s independent registered public accounting firm.
BDO’s audit reports on the Company’s financial statements for the years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles except as follows:
BDO’s audit reports stated that the Company’s financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Notes to the financial statements, the Company had negative working capital, an accumulated deficit and recurring losses from operations as of the date of each financial statement and the Company expects continuing future losses, which raise substantial doubt about its ability to continue as a going concern. The 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 and any subsequent interim period through September 30, 2017, there were no disagreements 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 it to refer to the subject matter thereof regarding its report. During the fiscal years ended December 31, 2016 and 2015 and any subsequent interim period through September 30, 2017, there have been no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission, except that the Company’s internal control over financial reporting were not effective due to the existence of material weaknesses in the Company’s internal control over financial reporting, identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, relating to the lack of sufficient entity level controls, lack of segregation of duties due to lack of sufficient accounting and finance personnel, accounting for complex financial transactions and lack of a sufficient technology infrastructure to support the financial reporting function. The Audit Committee has discussed these matters with BDO for the fiscal year ended December 31, 2016 and for the fiscal year ended December 31, 2015 and management has begun to implement remediation measures as disclosed in the Company’s periodic reports.
The Company has provided BDO a copy of the foregoing statements as of the date hereof. The Company intends to file as an exhibit to an amendment to this report a copy of BDO’s letter to the SEC stating whether it agrees or disagrees with the statements made in this report.
During the Company’s two most recent fiscal years and any subsequent period through September 30, 2017, neither the Company nor anyone acting on its behalf consulted Marcum regarding the application of accounting principles to any completed or proposed transactions nor regarding any matter that was the subject of a disagreement with the Company’s independent accountant or any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.
In deciding to appoint Marcum, the Audit Committee reviewed auditor independence issues and existing commercial relationships with Marcum and concluded that Marcum has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2017.
About IMMUNE PHARMACEUTICALS, INC. (NASDAQ:IMNP)
Immune Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the development and commercialization of targeted therapeutics in the fields of immuno-inflammation and immuno-oncology. The Company’s segment is acquiring, developing and commercializing prescription drug products. Its Immuno-inflammation product pipeline includes bertilimumab, a fully human antibody targeting eotaxin-1, a regulator of immuno-inflammation; a portfolio of immune oncology products, and NanoCyclo, a topical nanocapsule formulation of cyclosporine-A, for the treatment of atopic dermatitis and psoriasis. Its immuno-oncology pipeline includes Ceplene, a small molecule targeting the Histamine-2 Receptor to overcome immunosuppression in Acute Myeloid Leukemia and other malignancies. Azixa and crolibulin are vascular disrupting agents. NanomAbs is a technology platform that allows the targeted delivery of chemotherapeutics into cancer cells.