UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 Entry into a Material Definitive Agreement.
(a) Resignation of Independent Registered Public Accounting Firm.
On October 31, 2024, BD & Company., Inc. (“BD & Co”) merged in Citrin Cooperman and resigned as the Company’s independent registered public accounting firm.
During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022 and during the subsequent interim period from January 1, 2024 through October 31, 2024, (i) there were no disagreements with BD & Co on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to BD & Co’s satisfaction, would have caused BD & Co to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of BD & Co on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2023 and December 31, 2022 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.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided BD & Co with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that BD & Co furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of BD & Co’s letter, dated November 5, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On November 6, 2024, the Audit Committee approved the engagement of Cherry Bekaert LLP (“Cherry Bekaert”) as its new independent registered public accounting firm. Cherry Bekaert’s appointment will be for the Company’s fiscal year ending December 31, 2024, and related interim periods.
During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022, and for the subsequent interim period through October 31, 2024, neither the Company nor anyone on its behalf consulted Cherry Bekaert regarding (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 consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that Cherry Bekaert concluded was an important factor considered by the Company 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 defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 (d) Financial Statements and Exhibits.
| Exhibit 16.1 | Letter of BD & Company, Inc. dated November 5, 2024 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROCESSA PHARMACEUTICALS, INC. | |
| /s/ Russell Skibsted | |
| Date: November 6, 2024 | Russell Skibsted |
| Chief Financial Officer |