Aprea Therapeutics, Inc. — Form 8-K Summary
Filing date: December 10, 2019; signed December 16, 2019. Reporting event: Change in independent registered public accounting firm under Item 4.01.
Business Context and Reporting Period
Aprea Therapeutics is a Delaware-incorporated biotechnology company that underwent a corporate reorganization and migration to becoming a U.S.-centered biotechnology company. Its common stock trades on the Nasdaq Global Select Market under the symbol APRE.
The auditor change relates to the company’s balance sheet as of July 11, 2019, Aprea Therapeutics AB’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2018, and the interim period through December 10, 2019.
Financial and Operating Information
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating-performance metrics.
Ernst & Young AB’s reports on the July 11, 2019 balance sheet and the two fiscal years ended December 31, 2018 contained no adverse opinions, disclaimers, or qualifications relating to uncertainty, audit scope, or accounting principles.
Material Change Versus the Prior Comparable Period
- On December 10, 2019, the Audit Committee dismissed Ernst & Young AB and appointed Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019.
- The company stated that the change was solely due to its corporate reorganization and U.S.-centered structure, and was not caused by disagreements with Ernst & Young AB.
- Neither the company nor anyone acting on its behalf consulted Ernst & Young LLP during the two most recent fiscal years or the subsequent interim period regarding accounting principles, audit opinions, disagreements, or reportable events.
Management Commentary, Risks, and Unusual Items
- The company reported no disagreements with Ernst & Young AB regarding accounting principles or practices, financial statement disclosure, or audit scope or procedures.
- The filing disclosed no reportable events other than a previously reported material weakness in internal control over financial reporting. The weakness was attributed to insufficient personnel with U.S. GAAP and SEC reporting knowledge and experience for timely and reliable financial reporting for 2017 and 2018.
- Ernst & Young AB provided a letter to the SEC dated December 13, 2019 regarding the auditor change, filed as Exhibit 16.1.
Investor Verification Points
- Verify the status of remediation of the material weakness in internal control over financial reporting.
- Review Exhibit 16.1 for Ernst & Young AB’s response to the company’s statements regarding the auditor change.
- Review subsequent filings for any changes in audit conclusions, internal controls, or financial reporting risks following the appointment of Ernst & Young LLP.