Business Context and Reporting Period
This Form 6-K filing by Tiziana Life Sciences Ltd. is dated November 23, 2022. The report discloses a significant change in the Company's external auditor and addresses the status of internal controls over financial reporting.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on auditor resignation and appointment details.
Material Changes
- Auditor Resignation: Mazars LLP resigned as the Company's auditor on November 17, 2022. The resignation was due to the Company no longer meeting Mazars' acceptable risk criteria, specifically because material weaknesses in controls over financial reporting had not been sufficiently remediated.
- Auditor Appointment: The Audit Committee approved the appointment of PKF on November 17, 2022. PKF Littlejohn LLP was formally appointed as the new auditor effective November 21, 2022.
- Internal Controls: The Company previously disclosed in its 2021 Form 20-F that internal controls were ineffective due to a lack of accounting resources and an ineffective control environment.
Guidance, Outlook, and Risks
Risks and Contingencies: The primary risk highlighted is the continued existence of material weaknesses in financial reporting controls, which led to the departure of the previous auditor. The filing confirms that Mazars' reports for fiscal years 2020 and 2021 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Disagreements: There were no disagreements between the Company and Mazars regarding accounting principles, practices, or audit scope during the fiscal years ended December 31, 2021 and 2020, or the interim period through November 16, 2022.
New Auditor Consultation: The Company confirmed no prior consultations with PKF regarding accounting principles or audit opinions prior to their appointment.
Investor Verification Checklist
- Verify the specific nature and remediation plan for the material weaknesses in internal controls cited by Mazars.
- Confirm the timeline for PKF Littlejohn LLP to complete their initial audit procedures and issue their first report.
- Review the Company's most recent financial statements to assess the impact of the "lack of accounting resources" on financial accuracy.
- Monitor future filings for any adverse opinions or qualifications from the new auditor, PKF.