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):
July 27, 2022
PROMIS NEUROSCIENCES INC.
(Exact name of registrant as specified in its
charter)
| Canada |
|
001-41429 |
|
98-0647155 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| Suite
200, 1920 Yonge Street, Toronto, Ontario |
|
|
|
M4S
3E2 |
| (Address of principal executive
offices) |
|
|
|
(Zip Code) |
Registrant’s telephone number, including
area code: (416) 847-6898
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:
| ¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common Shares, no par value per
share |
|
PMN |
|
The Nasdaq Capital Market |
| 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) |
| Emerging growth company |
x |
| 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. |
¨ |
| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Principal Independent Registered Public Accounting
Firm
On July 27, 2022 (the “Dismissal
Date”), the Audit Committee (the “Audit Committee”) of the Board of Directors of ProMIS Neurosciences Inc. (“we”
or the “Company”) approved the dismissal of PricewaterhouseCoopers LLP (“PwC”) as the Company’s principal
independent registered public accounting firm effective immediately.
The reports of PwC on the
consolidated financial statements of the Company for the fiscal years ended December 31, 2021 and December 31, 2020 prepared in accordance
with International Financial Report Standards did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended
December 31, 2021 and December 31, 2020, and through the Dismissal Date, there were: (i) no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of PwC, would have caused it to make reference thereto in its reports on the financial statements of the Company for such
years; and (ii) no “reportable events” as defined under Item 304(a)(1)(v) of Regulation S-K.
The
Company provided PwC with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that
PwC furnish the Company with a copy of their letter addressed to the Securities and Exchange Commission (“SEC”) pursuant
to Item 304(a)(3) of Regulation S-K, stating whether PwC agrees with the statements made by the Company in this Current Report on Form
8-K in response to Item 304(a) of Regulation S-K. A copy of PwC’s letter to the SEC dated July
28, 2022 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of New Principal Independent Registered Public Accounting Firm
On December 13, 2022, the
Audit Committee designated Baker Tilly US, LLP (“Baker Tilly”) as the Company’s principal independent registered public
accounting firm, which designation became effective on the Dismissal Date. As reported in the Company’s Registration Statement
on Form 10 filed with the Securities and Exchange Commission on June 22, 2022, as amended on June 30, 2022 and July 1, 2022 (the “Registration
Statement”), Baker Tilly was engaged to perform an audit (the “U.S. Audit”) in accordance with the standards of the
Public Company Accounting Oversight Board of the Company’s financial statements prepared in conformity with accounting principles
generally accepted in the U.S. for its fiscal years ended December 31, 2020 and 2021, which financial statements were included in the
Registration Statement. Prior to engaging Baker Tilly to conduct the U.S. Audit, neither the Company nor anyone acting on its behalf
had consulted with Baker Tilly regarding (1) 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 Company’s financial statements or the effectiveness of internal
control over financial reporting, and neither a written report nor oral advice was provided to the Company that Baker Tilly concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue,
(2) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (3)
any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(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.
| |
PROMIS NEUROSCIENCES INC. |
| |
| Date: July 29, 2022 |
By: |
/s/ Eugene Williams |
| |
|
Name: Eugene Williams |
| |
|
Title: Chairman and Chief Executive Officer |
