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Mymetics (MYMX)

Filed: 7 Jan 20, 5:16pm
 
 

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): January 7, 2020
 
Mymetics Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 000-25132 25-1741849
(State of other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
 
Route de la Corniche 4
1066 Epalinges, Switzerland
 NA
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: +011 41 21 653 45 35
 
 
(Former name or former address, if changed since last report.)
 
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 (see General Instruction A.2. below):
 
☐ 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))
 
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.
 
On November 1, 2019, the partners and professional staff of Peterson Sullivan LLP (“PS”), which was engaged as the independent registered public accounting firm of the registrant, Mymetics Corporation (the "Company"), joined BDO USA, LLP ("BDO"). As a result of this transaction, PS resigned as the Company's independent registered public accounting firm on January 7, 2020. On January 7, 2020, following the resignation of PS, the Company, through and with the approval of its Audit Committee, appointed BDO as its independent registered public accounting firm.
 
PS’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2018 and 2017, contained an explanatory paragraph that raises substantial doubt about the Company’s ability to continue as a going concern. Other than the going concern matter, the reports of PS on the financial statements of the Company for the fiscal years ended December 31, 2018 and 2017, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s fiscal years ended December 31, 2018 and 2017, and through January 7, 2020, there were no disagreements between the Company and PS 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 PS, would have caused PS to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s past fiscal years ended December 31, 2018 and 2017, and the interim period through September 30, 2019, PS did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided PS with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that PS furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from PS is filed as Exhibit 16.1 hereto.
 
During the Company’s two most recently completed fiscal years and through the date of engagement of BDO, neither the Company nor anyone on behalf of the Company consulted with BDO regarding (a) 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 as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
16.1 Letter from Peterson Sullivan LLP dated January 7, 2020
 
 
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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 thereunto duly authorized.
 
 
 MYMETICS CORPORATION 
    
Date: January 7, 2020
By:  
/s/ Ronald Kempers
 
  Ronald Kempers 
  President and Chief Executive Officer 
 
 
 
 
 
 
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