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): March 21, 2019
| CORINDUS VASCULAR ROBOTICS, INC. |
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-37406 | | 30-0687898 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
309 Waverley Oaks Road, Suite 105 Waltham, MA 02452 |
| (Address of Principal Executive Office) (Zip Code) |
Registrant's telephone number, including area code:(508) 653-3335
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) |
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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)) |
Indícate 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 ☐
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 Independent Registered Accounting Firm |
On March 21, 2019, Corindus Vascular Robotics, Inc. (the “Company”), with the approval of the Audit Committee of the Board of Directors (the “Audit Committee”), dismissed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm primarily for purposes of cost reduction to the Company.
The audit reports of E&Y on the Company's financial statements for the fiscal years ended December 31, 2017 and 2018 contained no 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, 2017 and 2018, and the subsequent periods through March 21, 2019, the date of E&Y’s dismissal, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreements in connection with its reports. There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company requested that E&Y furnish the Company with a letter addressed to the SEC stating whether E&Y agrees with the above statements. E&Y has furnished the requested letter, and it is attached as Exhibit 16.1 to this report.
| (b) | Engagement of New Independent Registered Accounting Firm |
On March 26, 2019, the Company, with the approval of the Audit Committee, appointed Grant Thornton LLP (“Grant Thornton”) as the Company's new independent registered public accounting firm for its fiscal year ending December 31, 2019. During the fiscal years ended December 31, 2017 and 2018, and the subsequent interim period through March 26, 2019, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding either (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 registrant's financial statements, and no written report or oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching its decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is furnished with this report:
SIGNATURE
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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| | | CORINDUS VASCULAR ROBOTICS, INC. |
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| Date: March 26, 2019 | | /s/ David W. Long |
| | | By: David W. Long |
| | | Chief Financial Officer |
