XBIT 8-K
XBiotech Inc. (XBIT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) The Audit Committee (the “Committee”) of the Board of Directors of XBiotech Inc. (the “Company”) recently conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The Committee invited several international public accounting firms to participate in this process. As a result of this process, the Committee approved the appointment of Whitley Penn LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. In connection with this action, we dismissed Ernst & Young as the Company’s independent registered public accounting firm as of May 11, 2022.
The reports of Ernst & Young on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2021 and 2020, there were no disagreements with Ernst & Young on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2021 and 2020.
The Company has provided a copy of the foregoing disclosures to Ernst & Young and requested that Ernst &Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether Ernst &Young agrees with the above statements. A copy of Ernst &Young’s letter, dated May 13, 2022, is filed as Exhibit 16.1 to this Form 8-K.
(b) During the two most recent fiscal years, the Company has not consulted with Whitley Penn with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 16.1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission dated May 13, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, XBiotech Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 13, 2022 | XBIOTECH INC. | |
| By: | /S/John Simard | |
| John Simard | ||
| Chief Executive Officer and President | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 16.1 | Letter from Ernst &Young to the SEC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 16.1
May 13, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated May 13, 2022, of Xbiotech, Inc. and are in agreement with the statements contained in the last sentence of paragraph 1 and in paragraphs 2 and 3 on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP