Business Context and Reporting Period
This Form 8-K Current Report was filed by Revelation Biosciences, Inc. on May 2, 2022. The company is an emerging growth company incorporated in Delaware, with principal executive offices in San Diego, CA. The filing primarily addresses a change in the registrant's certifying accountant following a business combination that closed on January 10, 2022.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and audit firm transitions rather than financial performance data.
Material Changes
- Change in Certifying Accountant: On May 2, 2022, the Audit Committee appointed Baker Tilly US, LLP as the independent registered public accounting firm to audit the fiscal year ending December 31, 2022.
- Departure of Prior Auditor: dbbmckennon, the independent registered public accounting firm prior to the Business Combination, was replaced effective upon completion of its audit for the fiscal year ending December 31, 2021.
- Audit History: Reports from dbbmckennon for the fiscal years ending December 31, 2021, and December 31, 2020, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainties, audit scope, or accounting principles.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. Regarding risks and contingencies:
- No Disagreements: There were no disagreements between Revelation and dbbmckennon during the two most recent fiscal years and the interim period through May 2, 2022, concerning accounting principles, financial disclosure, or auditing scope.
- No Reportable Events: No "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K occurred during the relevant periods.
- Consultation with New Auditor: Neither Revelation nor any party on its behalf consulted with Baker Tilly regarding the application of accounting principles to specified transactions or the type of audit opinion prior to the appointment.
Investor Verification Checklist
- Verify the effective date of the transition from dbbmckennon to Baker Tilly US, LLP.
- Confirm the content of the letter from dbbmckennon (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Review the upcoming 2022 audit report from Baker Tilly for any changes in accounting treatment compared to prior years.
- Note that this filing does not contain updated financial statements; refer to the most recent 10-K or 10-Q for financial metrics.