Accelerate Diagnostics Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
Dismissal of Previous Independent Registered Public Accounting Firm
On May 31, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Accelerate Diagnostics, Inc. (the “Company”) approved the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, and notified EY of the dismissal on the same date with an effective date of June 1, 2024.
EY’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the explanatory paragraph relating to the Company’s ability to continue as a going concern contained in EY’s reports on the Company’s financial statements for each of the fiscal years ended December 31, 2023 and 2022.
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through May 31, 2024, there were (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements of the Company for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except as described in the following paragraph.
For the fiscal year ended December 31, 2022, a material weakness existed in the Company’s internal control over financial reporting that prevented the Company from identifying a misclassification of its convertible notes in the Company’s consolidated balance sheets, which was previously identified by management and disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023. This material weakness was remediated as of December 31, 2023, as previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024. This reportable event was discussed among the Audit Committee and EY. EY has been authorized by the Company to respond fully to the inquiries of the Company’s successor independent registered public accounting firm concerning this reportable event.
The Company has provided EY with a copy of the foregoing disclosures and has requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. EY’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of New Independent Registered Public Accounting Firm
On May 31, 2024, the Audit Committee approved the engagement of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective June 1, 2024.
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through May 31, 2024, neither the Company nor anyone acting on its behalf consulted with Withum regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | ||
| Number | Description | |
| 16.1 | Letter of Ernst & Young LLP, dated June 3, 2024 | |
| 104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
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.
| ACCELERATE DIAGNOSTICS, INC. | |
| (Registrant) | |
| Date: June 3, 2024 | |
| /s/ David Patience | |
| David Patience | |
| Chief Financial Officer |