UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 21, 2022
Aridis Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38630 | 47-2641188 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I. R. S. Employer Identification No.) |
983 University Avenue, Bldg. B
Los Gatos, California 95032
(Address of principal executive offices, including ZIP code)
(408) 385-1742
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Common Stock | ARDS | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 4.01 | Change in Registrant’s Certifying Accountant |
On June 21, 2022, Aridis Pharmaceuticals, Inc. (the “Company”) dismissed Mayer Hoffman McCann P.C. (“MHM”) as the Company’s independent registered public accounting firm, effective immediately. On June 27, 2022, the Company appointed Baker Tilly US, LLP (“Baker”) as the Company’s new independent registered public accounting firm effective as of June 27, 2022.
The Audit Committee of the board of directors of the Company approved the dismissal of MHM and the appointment of Baker.
The reports of MHM on the Company’s financial statements for each of fiscal years ended December 31, 2020 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2020 and 2021, and the subsequent interim period through March 31, 2022, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and MHM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of MHM would have caused MHM to make reference thereto in their reports on the financial statements for such years. The Company disclosed in its Form 10-K for the fiscal year ended December 31, 2021 that its internal control over financial reporting was not effective as of December 31, 2021 due to not being able to process and account for complex, non-routine transactions in a timely manner.
The Company provided MHM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that MHM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of MHM’s letter, dated June 27, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal year ended December 31, 2021 and the period from April 1, 2022 through June 21, 2022, neither the Company, nor anyone acting on its behalf, consulted with Baker regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Baker did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 16.1 | Letter from Mayer Hoffman McCann P.C. dated June 27, 2022 |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2022 | ARIDIS PHARMACEUTICALS, INC. |
| /s/ Vu Truong | |
| Vu Truong | |
| Chief Executive Officer |
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Exhibit 16.1
June 27, 2022
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Commissioners:
We have read Item 4.01 of Aridis Pharmaceuticals, Inc.’s Form 8-K dated June 27, 2022, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with other statements made by the registrant contained in Item 4.01.
Very truly yours,
/s/ Mayer Hoffman McCann P.C.
San Diego, California