| Item 4.01 |
Change in Registrant’s Certifying Accountant |
Dismissal of Independent Registered Public Accounting Firm
On October 19, 2023, Baudax Bio, Inc. (the “Company”) dismissed EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm. The dismissal of EisnerAmper was recommended by the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of the Company, and approved by the Board. The report of EisnerAmper on the financial statements of the Company as of and for the year ended December 31, 2022 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
EisnerAmper’s report on the consolidated financial statements of Baudax Bio, Inc. and subsidiaries as of and for the year ended December 31, 2022 contained a separate paragraph stating that “As discussed in Note 2 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $190.9 million as of December 31, 2022 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
During the year ended December 31, 2022 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EisnerAmper on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EisnerAmper’s satisfaction, would have caused EisnerAmper to make reference thereto in its report; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of the following material weakness in the Company’s internal control over financial reporting which existed during the Company’s fiscal quarter ended June 30, 2023, as disclosed in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2023. The material weakness related to the implementation of purchase price accounting principles related to the acquisition of TeraImmune, Inc. The material weakness identified did not result in the restatement of any previously reported financial statements or any related financial disclosure, nor did management believe that it had any effect on the accuracy of the Company’s financial statements for the reporting period ended June 30, 2023. This reportable event was discussed among the Company’s management, the Audit Committee, and EisnerAmper. EisnerAmper has been authorized by the Company to respond fully to the inquiries of KPMG, the successor accountant, concerning this reportable event.
The Company provided EisnerAmper with a copy of the disclosures in this Current Report on Form 8-K prior to its filing with the Commission and requested EisnerAmper furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated October 19, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of Former Independent Registered Public Accounting Firm
On October 19, 2023, in connection with the Company’s dismissal of EisnerAmper, the Board approved the engagement of KPMG LLP (“KPMG”) as its new independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2023. The decision to retain KPMG was recommended by the Audit Committee, and approved by the Board, after taking into account the results of a competitive review process and other business factors. KPMG previously served as the Company’s independent registered public accounting firm from 2019 to June 21, 2022 (the “Prior KPMG Engagement Period”). During the Prior KPMG Engagement Period, KPMG audited the Company’s financial statements as of and for the year ended December 31, 2021.
KPMG’s report on the consolidated financial statements of Baudax Bio, Inc. and subsidiaries as of and for the year ended December 31, 2021 included an explanatory paragraph regarding the Company’s ability to continue as a going concern, but otherwise did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with KPMG’s audit of the Company’s financial statements as of and for the year ended December 31, 2021 and the subsequent interim period through June 21, 2022, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its report; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the two most recent fiscal years and in the subsequent interim period through October 19, 2023 (and except in the ordinary course of serving as the Company’s independent registered public accounting firm during the Prior KPMG Engagement Period, as set forth above), neither the Company, nor any party on its behalf, consulted with KPMG regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and no written reports or oral advice were provided to the Company by KPMG that