Business Context and Reporting Period
This Form 8-K was filed by Palisade Bio, Inc. (formerly Seneca Biopharma, Inc.) on July 8, 2021. The filing reports a change in the company's independent registered public accounting firm. The company is incorporated in Delaware and trades on the Nasdaq Capital Market under the symbol "PALI".
Key Financial Metrics
This filing does not contain specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the administrative change of auditors.
Material Changes
- Dismissal of Auditor: The Audit Committee approved the dismissal of Dixon Hughes Goodman LLP ("DHG") as the independent registered public accounting firm.
- Appointment of New Auditor: BDO USA, LLP ("BDO") was appointed as the new independent registered public accounting firm, subject to standard client acceptance procedures.
- Historical Audit Opinions: DHG's reports for the years ended December 31, 2020, and 2019 did not contain adverse opinions or disclaimers. However, they included an explanatory paragraph noting substantial doubt about the Company's ability to continue as a going concern.
- No Disagreements: The Company reported no disagreements with DHG regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the relevant periods.
Outlook, Risks, and Management Commentary
The filing notes that BDO previously served as the independent registered public accounting firm for Leading BioSciences, Inc. ("LBS"), which merged with Seneca Biopharma, Inc. in April 2021 to form Palisade Bio, Inc. The Company has not consulted with BDO regarding any matters that would constitute a disagreement or reportable event. DHG has confirmed in writing that it agrees with the statements made in this filing regarding the change.
Investor Verification Checklist
- Verify the completion of BDO's standard client acceptance procedures to confirm the effective date of the new engagement.
- Review the "substantial doubt about going concern" qualification in the 2019 and 2020 financial statements to understand the historical liquidity risks.
- Confirm that no undisclosed disagreements or reportable events exist between the Company and the former auditor, DHG.
- Monitor future filings for the first financial statements audited by BDO to assess any changes in accounting treatment or disclosures.