Current Report Filing (8-k)
April 09 2018 - 05:23PM
Edgar (US Regulatory)
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): April 3, 2018
DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16133
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06-1245881
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1633 Broadway, Suite 22C, New York, New York 10019
(Address of principal executive offices, including zip code)
(212)
489-2100
(Registrants telephone number, including area code)
NONE
(Former name or
former address, if changed since last report)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
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Emerging growth company
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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.
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Item 4.01.
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Change in Registrants Certifying Accountant
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On April 3, 2018, the Audit Committee (the
Audit Committee) of the Board of Directors of Delcath Systems, Inc., a Delaware corporation (the Company), approved the engagement of Marcum LLP (Marcum) as the Companys independent registered public
accounting firm for the Companys fiscal year ended December 31, 2018, and the dismissal of Grant Thornton LLP (Grant Thornton) as the Companys independent registered public accounting firm.
Grant Thorntons audit reports on the Companys consolidated financial statements as of and for the fiscal years ended December 31, 2017 and
2016 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 that the report included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Companys ability to continue as a going concern.
During the fiscal years ended December 31,
2017, and 2016, and the subsequent interim periods through April
9, 2018, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation
S-K
and the related instructions) between
the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Grant Thorntons satisfaction, would have caused Grant Thornton to
make reference thereto in their reports on the financial statements for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation SK.
The Company provided Grant Thornton with a copy of the disclosures it is making in this Current Report on Form
8-K
and
requested that Grant Thornton furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Grant Thorntons letter, dated April 9, 2018, is filed as Exhibit
16.1 hereto.
During the fiscal years ended December 31, 2017, and 2016, and the subsequent interim periods through April 9, 2018, neither the
Company nor anyone acting on its behalf has consulted with Marcum regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Companys financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the Company by Marcum that was considered by the Company in reaching a decision as to
any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K,
or (iii) any reportable
event within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
(d) Exhibits
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.
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DELCATH SYSTEMS, INC.
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Dated: April 9, 2018
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By:
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/s/ Jennifer K. Simpson, Ph.D.
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Name:
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Jennifer K. Simpson, Ph.D.
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Title:
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President and Chief Executive Officer
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