|
Item 4.01
|
Changes in Registrant’s
Certifying Accountant.
|
|
(a)
|
Resignation of independent registered public accounting
firm.
|
By letter dated May 3, 2016, Navidea Biopharmaceuticals,
Inc. (the “Company”) was informed by its independent registered public accounting firm, BDO USA, LLP (“BDO”),
that BDO was resigning as the Company’s independent registered public accounting firm. BDO did not provide any reason for
its resignation. The Company’s board of directors did not recommend or approve the resignation.
The audit
reports of BDO on the Company’s financial statements as of and for the years ended December 31, 2014 and December 31, 2015
did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles, except that the audit report for the year ended December 31, 2015 contained a paragraph stating that
the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31,
2015 based on the
Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
During the fiscal years ended December 31,
2014 and December 31, 2015, there were (i) no disagreements with BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of BDO, would
have caused BDO to make reference to the subject matter of the disagreement(s) in connection with its audit reports on the financial
statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation
S-K, other than the material weakness identified in BDO’s report for the year ended December 31, 2015.
The Company has provided BDO with a copy
of the foregoing disclosures and has requested that BDO furnish the Company with a letter addressed to the Securities and Exchange
Commission (“SEC”) stating whether or not BDO agrees with the statements made herein, each as required by SEC rules,
and, if not, stating the respects in which it does not agree. A copy of BDO’s letter to the SEC is filed as Exhibit 16.1
to this Current Report on Form 8-K.
|
(b)
|
Engagement of New Independent Registered Public Accounting
Firm
|
Effective as of May 9, 2016, the Audit
Committee of the Company’s Board of Directors engaged Marcum LLP (“Marcum”) as the new independent registered
public accounting firm.
During the two most recent fiscal years,
neither the Company, nor anyone on its behalf, consulted with Marcum regarding either: (i) 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, in connection with which either a written report or oral advice was provided to the Company that Marcum concluded
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 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)(iv) of Regulation S-K).