Allarity Therapeutics, Inc 8-K/A, filed Aug 24, 2022
Allarity Therapeutics, Inc. (ALLR)
About this 8-K/A
Allarity Therapeutics, Inc filed this 8-K/A on August 24, 2022, reporting on events of August 8, 2022.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
1
Item 4.01 Changes in Registrant’s Certifying Accountant.
On August 12, 2022, the Company filed a Form 8-K with the SEC disclosing that it had received written notification from its Former Accountant that its client-auditor relationship with the Company had ceased to be effective as of August 5, 2022, and provided a copy of its Original Form 8-K to the Former Accountant.
On August 23, 2022, the Former Accountant furnished the Company with a letter (the “Accountant Letter”) addressed to the SEC stating whether the Former Accountant agrees with the statements in the Original Form 8-K. A copy of the Accountant Letter is being filed as Exhibit 16.1 to this Form 8-K.
With regards to paragraph five of the Accountant Letter as it relates to material weaknesses in its internal controls over financial reporting, the Company believes that it has provided the information required under Item 304(a)(1)(v)(A).
With regards to paragraphs six and seven of the Accountant Letter, the Company respectfully disagrees that there were events that occurred that rose to a level that would have impaired independence, or that there was information, if further investigated, would require disclosure under Item 304(a)(1)(v)(C). Prior to its resignation, the Former Accountant did not inform the Audit Committee of the information stated in paragraphs six and seven and if they had done so, the Company believes that it would have addressed any issues the Former Accountant would have raised with the Audit Committee to the satisfaction of the Former Accountant.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Description | |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission dated August 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
| Allarity Therapeutics, Inc. | ||
| By: | /s/ Joan Brown | |
|
Joan Brown Chief Financial Officer | ||
| Dated: August 24, 2022 | ||
3
Exhibit 16.1
August 23, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Allarity Therapeutics, Inc. under Item 4.01 of its Form 8-K (“Item 4.01”) dated August 8, 2022, and have the following comments:
We agree with the statements concerning our Firm in the first paragraph of Item 4.01.
We agree with the statements concerning our Firm in the first and second sentences of the second paragraph of Item 4.01.
We agree with the statements made in the third sentence of the second paragraph regarding the existence of material weaknesses in Allarity Therapeutics, Inc.’s internal control over financial reporting; however, we disagree regarding the description of such material weaknesses. The material weaknesses as disclosed in Allarity Therapeutics, Inc.’s Form 10-K for the year ended December 31, 2021, and Form 10-Q for the quarterly period ended March 31, 2022 are as follows:
| i. | A lack of accounting resources required to fulfill US GAAP and SEC reporting requirements; |
| ii. | A lack of comprehensive US GAAP accounting policies and financial reporting procedures; |
| iii. | lack of adequate procedures and controls to appropriately account for accounting transactions including liability and the valuation allowance on the deferred tax asset relating to the net operating losses; and |
| iv. | A lack of segregation of duties given the size of the finance and accounting team. |
We note the disclosure in Item 4.01 does not include any reference to our resignation because of the impairment of our independence.
We also note the disclosures made in Item 4.01 omit a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) under Item 304(a)(1)(v)(C) of Regulation S-K, as information has come to our attention during the time period covered by Item 304(a)(1)(iv) of Regulation S-K, that if further investigated may have caused our Firm to be unwilling to rely on management’s representations or be associated with the registrant’s financial statements; however, due to the Firm’s resignation as a result of the impairment of our independence, we did not conduct such further investigation.
Marcum llp
■ 1601 Market Street ■ 4th Floor ■ Philadelphia, Pennsylvania 19103
■ Phone 215.297.2100 ■ Fax 215.297.2101 ■
www.marcumllp.com
Securities and Exchange Commission
August 23, 2022
Page 2
We agree with the statements concerning our Firm in the third paragraph of Item 4.01.
We are not in a position to agree or disagree with other statements of Allarity Therapeutics, Inc. contained therein.
Very truly yours,
Marcum llp