| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) On June 18, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Oncternal Therapeutics, Inc. approved the dismissal of Ernst & Young LLP as its independent registered public accounting firm, effective as of June 18, 2019.
On June 7, 2019, privately-held Oncternal Therapeutics, Inc. (“Oncternal”) completed a reverse merger with publicly-traded “GTx, Inc.” (“GTx”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated March 6, 2019, by and among Oncternal, Grizzly Merger Sub, Inc. (“Merger Sub”), and GTx (as amended by Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated April 30, 2019, the “Merger Agreement”), pursuant to which Merger Sub merged with and into Oncternal, with Oncternal surviving as a wholly-owned subsidiary of GTx (the “Merger”). Prior to the completion of the Merger, Ernst & Young LLP served as the independent registered public accounting firm of GTx. Following the Merger, GTx changed its name to Oncternal Therapeutics, Inc.; references herein to the “Company” refer to GTx, Inc. prior to the Merger and to Oncternal Therapeutics, Inc. following the Merger.
The reports of Ernst & Young LLP on the GTx financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2018 and 2017, and the subsequent interim period through June 18, 2019 there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) between the Company and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference thereto in its reports on the financial statements of GTx for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of RegulationS-K).
The Company delivered a copy of this Current Report on Form8-K to Ernst & Young LLP on June 18, 2019 and requested that a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made in response to this Item and, if not, stating the respects in which it does not agree. Ernst & Young LLP responded with a letter dated June 19, 2019, a copy of which is annexed hereto as Exhibit 16.1 stating that Ernst & Young LLP agrees with the statements set forth above.
(b) On June 18, 2019 the Audit Committee approved the engagement of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
Prior to the completion of the Merger, BDO USA, LLP served as the independent auditors of privately-held Oncternal.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through June 18, 2019 neither the Company, nor anyone on their behalf consulted with BDO USA, LLP, regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO USA, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of RegulationS-K).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 18, 2019, the Compensation Committee of the Board approved a base salary increase for Hazel M. Aker, General Counsel, to $200,000.
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