Business Context and Reporting Period
This Form 8-K is a current report filed by Processa Pharmaceuticals, Inc. on October 31, 2024, with the report date finalized on November 6, 2024. The filing addresses a material change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and audit firm transitions rather than financial performance data.
Material Changes
- Resignation of Prior Auditor: BD & Company., Inc. ("BD & Co") resigned as the independent registered public accounting firm on October 31, 2024, following its merger into Citrin Cooperman.
- Appointment of New Auditor: The Audit Committee approved the engagement of Cherry Bekaert LLP as the new independent registered public accounting firm on November 6, 2024.
- Scope of New Engagement: Cherry Bekaert's appointment covers the fiscal year ending December 31, 2024, and related interim periods.
Management Commentary, Risks, and Contingencies
Audit Disagreements and Reportable Events: The company confirmed that during the two most recent fiscal years (ended December 31, 2023 and 2022) and the interim period through October 31, 2024:
- There were no disagreements with BD & Co regarding accounting principles, financial statement disclosure, or auditing scope.
- There were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
- The audit reports for the 2022 and 2023 fiscal years did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
Consultation with New Auditor: The company confirmed no consultations with Cherry Bekaert regarding accounting principles or audit opinions during the relevant periods prior to their appointment.
Investor Verification Checklist
- Verify the transition timeline between BD & Co and Cherry Bekaert LLP to ensure no gap in audit coverage.
- Review the letter from BD & Co (Exhibit 16.1) to confirm their agreement with the company's statements regarding the resignation.
- Monitor upcoming filings for the first audit report issued by Cherry Bekaert for the fiscal year ending December 31, 2024.
- Confirm that the merger of BD & Co into Citrin Cooperman has not impacted the continuity of the company's audit workpapers.