Item 4.01. Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On May 28, 2019, Zosano Pharma Corporation, a Delaware corporation (the “Company”), dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm. The dismissal of Marcum was approved by the audit committee of the board of directors of the Company (the “Audit Committee”).
The audit reports of Marcum on the Company’s financial statements for the years ended December 31, 2018 and 2017, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that both of the reports included an explanatory paragraph with respect to the Company’s ability to continue as a going concern. The financial statements did not include any adjustments that might have resulted from the outcome of this uncertainty. During the Company’s two most recent fiscal years ended December 31, 2018 and 2017, and any subsequent interim period through the date of Marcum’s dismissal, there were no: (1) disagreements with Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in connection with their reports on the Company’s financial statements, or (2) there were no “reportable events” as that term is described in Item 304(a)(1)(v) of RegulationS-K of the rules and regulations of the Securities and Exchange Commission (“SEC”), during the Company’s years ended December 31, 2018 and 2017 or in any subsequent interim period through the date of Marcum’s dismissal.
The Company provided Marcum with a copy of the disclosures in this report prior to filing with the SEC and requested that Marcum furnish to the Company a letter addressed to the SEC stating whether it agrees with the above statements. A copy of that letter, dated May 31, 2019, is filed as Exhibit 16.1 to this Form8-K.
| (b) | Appointment of New Independent Registered Public Accounting Firm |
On May 28, 2019, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2019.
During the Company’s two most recent fiscal years ended December 31, 2018 and 2017, in the interim period ended March 31, 2019, and in the subsequent interim period through May 28, 2019, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either 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 that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the 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 RegulationS-K and the related instructions to Item 304 of RegulationS-K) or a reportable event (as described in paragraph 304(a)(1)(v) of RegulationS-K).
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2019, the compensation committee of the board of directors of the Company approved bonus payments to each of the Company’s named executive officers in respect of fiscal 2018. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Annual Report on Form10-K for fiscal year 2018, filed with the SEC on March 25, 2019 (the “Annual Report”), because the amount of the bonuses had not been determined at the time of filing the Annual Report. In accordance with Item 5.02(f), the table below updates the Bonus and Total columns in the fiscal 2018 summary compensation table for the named executive officers previously set forth in the Annual Report. No other amounts have changed.
