Item 4.01
Change
in Registrant's Certifying
Accountant
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
Pulse Biosciences
, Inc. (the “Company”), at the direction of the Audit Committee of the Board of Directors (the “Audit Committee”),
o
n
April
6
, 2018
(the “Effective Date”)
, notified
Gumbiner
Savett Inc. (“Gumbiner”)
that it was
terminating
Gumbiner
’s engagement as the Company’s
independent registered public accounting firm, effective as of the Effective Date.
Gumbiner
’s reports on the Company’s financial statements for the
fiscal
years ended December 31, 2017
and
2016, respectively, 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.
During the Company’s
two
most recent fiscal years ended December 31, 2017 and 2016, respectively, and the subsequent interim period through
April
6
, 2018, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, with
Gumbiner
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
Gumbiner
, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
During the year ended December 31, 2016, there were reportable events within the meaning set forth in Item
304
(
a
)(
1
)(v) of Regulation S-K.
As previously disclosed, in connection with the audit of our financial statements as of and for the year ended December 31, 2016, we identified a material weakness in our internal control over financial reporting. The material weakness related to a lack of effective controls to adequately restrict access and segregate duties. Specifically, due to the limited number of staff in our accounting function, certain personnel had the ability to prepare and post journal entries without a qualified independent review performed by someone without this ability. During 2017, we executed our remediation plan for this material weakness. Our remediation activities included (1) documenting and assessing the design and operation of internal controls over financial reporting, including implementation of independent review, approval, and monitoring of journal entries by a person independent from the preparer of journal entries, (2) increasing the staffing levels in the accounting function to segregate accounting functions and (3) training of accounting personnel to further educate the staff on the needs for internal controls over financial reporting, including appropriate segregation of duties.
We tested such newly established policies, procedures, and control activities designed to address the above-described material weakness. As a result, we believe that this material weakness was remediated as of December 31, 2017.
The Company has provided
Gumbiner
with the above disclosures, and has requested
Gumbiner
to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements made by the Company and, if not, stating the respects in which it does not agree.
Gumbiner
’s letter is being filed as Exhibit 16.01 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
April
6
, 2018, the Audit Committee approved the appointment of Deloitte
& Touche LLP (“Deloitte”)
as the Company’s independent registered public accounting firm, effective
April
6
, 2018. During the Company’s two most recent fiscal years ended December 31, 2017 and 2016, and the subsequent interim period through
April
6
, 2018, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.