Business Context and Reporting Period
This Form 8-K was filed by PharmAthene, Inc. (formerly Healthcare Acquisition Corp.) on September 10, 2007. The report details a change in the company's independent registered public accountants following the closing of a merger between PAI Acquisition Corp. and PharmAthene US Corporation on August 3, 2007.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the certifying accountant.
Material Changes
- Termination of LWBJ, LLP: On September 10, 2007, the company terminated the engagement of LWBJ, LLP as its independent registered public accountants. This decision was approved by the Audit Committee.
- Engagement of Ernst & Young LLP: On September 10, 2007, Ernst & Young LLP (E&Y) was engaged as the new independent registered accountants. E&Y had previously served as the independent accountants for PharmAthene US Corporation since its inception.
Management Commentary, Risks, and Contingencies
Management confirmed that the termination of LWBJ, LLP was not due to any disagreements regarding accounting principles, financial statement disclosures, or auditing scope. Specifically:
- LWBJ's reports for the periods ending December 31, 2006, and 2005 did not contain adverse opinions, disclaimers, or qualifications.
- There were no reportable events or disagreements with LWBJ during the period from inception (April 25, 2005) through December 31, 2006.
- The company has not consulted with the new auditor, E&Y, regarding accounting principles or matters that would have constituted a disagreement or reportable event under Regulation S-K.
Investor Verification Checklist
- Verify the letter from LWBJ, LLP (Exhibit 16.1) to confirm their agreement with the company's statements regarding the termination.
- Confirm the effective date of the merger between PAI Acquisition Corp. and PharmAthene US Corporation (August 3, 2007) to understand the context of the auditor change.
- Review subsequent filings to ensure the transition to Ernst & Young LLP was completed without audit scope limitations.