Filing Overview
MoonLake Immunotherapeutics filed a Form 8-K under Item 4.01 regarding a change in its independent registered public accounting firm. The report date was June 15, 2022, and the filing was signed June 17, 2022. MoonLake completed its business combination with MoonLake Immunotherapeutics AG on April 5, 2022; MoonLake AG was the accounting acquirer.
Financial and Reporting Information
- The filing does not provide current revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
- WithumSmith+Brown, PC audited the pre-merger special purpose acquisition company, including the years ended December 31, 2021 and 2020 and the interim period through March 31, 2022.
- Withum’s reports did not contain adverse opinions, disclaimers, or qualifications regarding audit scope or accounting principles. The 2021 and 2020 reports included a going-concern paragraph related to the former SPAC’s obligation to liquidate if it did not complete a business combination by October 22, 2022.
Material Change
- On June 15, 2022, the Audit Committee dismissed WithumSmith+Brown, PC after completion of the relevant audit and interim reporting work.
- On the same date, the Audit Committee engaged Baker Tilly US, LLP as the Company’s independent registered public accounting firm. Baker Tilly had previously served as the independent auditor of MoonLake AG and its subsidiary.
- During the periods covered by the filing, the Company reported no disagreements with Withum regarding accounting principles, financial statement disclosure, or audit scope or procedures, and no reportable events.
- The Company stated that it had not consulted Baker Tilly regarding specific accounting treatments, audit opinions, disagreements, or reportable events before the engagement.
Outlook, Risks, and Unusual Items
- The going-concern language cited in Withum’s historical reports related to the pre-merger SPAC and its former liquidation deadline. The filing does not state that this uncertainty applies to the post-business-combination operating company.
- The filing does not provide management guidance or operating outlook.
- Withum was requested to provide an SEC letter addressing the Company’s disclosures; the letter dated June 17, 2022 was filed as Exhibit 16.1.
Investor Verification Points
- Review Exhibit 16.1 for Withum’s confirmation of the statements concerning the auditor change.
- Confirm the scope and timing of Baker Tilly’s audit work following the April 5, 2022 business combination.
- Distinguish the historical SPAC going-concern disclosure from MoonLake’s post-combination financial condition.
- Review subsequent filings for updated financial results, liquidity, funding requirements, and any further auditor or accounting matters.