Business Context and Reporting Period
This Form 8-K filing by CalciMedica, Inc. (CALC) reports a change in the company's independent registered public accounting firm. The report date is April 5, 2024, with the document signed on April 10, 2024.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused solely on corporate governance and accounting firm changes.
Material Changes
- Dismissal of Auditor: On April 5, 2024, the Audit Committee dismissed Ernst & Young LLP (EY) as the independent registered public accounting firm.
- Engagement of New Auditor: On April 5, 2024, the Audit Committee approved the engagement of Moss Adams LLP for the fiscal year ending December 31, 2024. Moss Adams was formally engaged on April 9, 2024.
- Audit History: EY's audit reports for the years ended December 31, 2023, and 2022, were unqualified and did not contain adverse opinions or disclaimers.
- Disagreements: There were no disagreements with EY regarding accounting principles, practices, or auditing scope during the relevant periods.
Outlook, Risks, and Contingencies
Material Weakness in Internal Controls: The filing discloses a material weakness in the Company's internal control over financial reporting, previously reported in 10-Q filings for the quarters ended March 31, June 30, and September 30, 2023. The weakness relates to the Company's failure to design and maintain effective internal controls regarding the accounting for the valuation of convertible promissory notes and warrant liabilities.
Consultations with New Auditor: The Company confirms that no consultations occurred with Moss Adams LLP regarding accounting principles, audit opinions, disagreements, or reportable events prior to their engagement.
Investor Verification Checklist
- Verify the status of the remediation plan for the material weakness in internal controls related to convertible note and warrant valuation.
- Review the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the first audit opinion issued by Moss Adams LLP.
- Check for any subsequent disclosures regarding the valuation of convertible promissory notes and warrant liabilities.