Entero Therapeutics Changes Auditors Amidst Disagreement

TL;DR

Entero Therapeutics swapped auditors (WithumSmith+Brown out, Citrin Cooperman in) due to a disagreement over the 2023 audit.

AI Summary

Entero Therapeutics, Inc. announced on August 9, 2024, the departure of its independent registered public accounting firm, WithumSmith+Brown, PC. The company has appointed Citrin Cooperman & Company, LLP as its new independent registered public accounting firm, effective August 9, 2024. This change follows a disagreement regarding the audit of the company's financial statements for the fiscal year ended December 31, 2023.

Why It Matters

A change in auditors, especially one involving a disagreement, can signal potential issues with past financial reporting or internal controls, warranting closer scrutiny from investors.

Risk Assessment

Risk Level: medium — A change in auditors, particularly when accompanied by a disagreement, can indicate underlying financial reporting issues or internal control weaknesses.

Key Players & Entities

• Entero Therapeutics, Inc. (company) — Registrant
• WithumSmith+Brown, PC (company) — Former independent registered public accounting firm
• Citrin Cooperman & Company, LLP (company) — New independent registered public accounting firm
• August 9, 2024 (date) — Effective date of auditor change
• December 31, 2023 (date) — Fiscal year end for audit disagreement

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENTO The Nasdaq Capital

Filing Documents

• tm2421756d1_8k.htm (8-K) — 37KB
• tm2421756d1_ex16-1.htm (EX-16.1) — 2KB
• 0001104659-24-089923.txt ( ) — 213KB
• fwbi-20240809.xsd (EX-101.SCH) — 3KB
• fwbi-20240809_lab.xml (EX-101.LAB) — 33KB
• fwbi-20240809_pre.xml (EX-101.PRE) — 22KB
• tm2421756d1_8k_htm.xml (XML) — 4KB

01

Item 4.01 Change in Registrant's Certifying Accountant. Resignation of Forvis Mazars, LLP On August 9, 2024, Forvis Mazars, LLP (formerly FORVIS, LLP) ("Forvis Mazars") notified Entero Therapeutics, Inc. (the "Company") that Forvis Mazars has decided to resign as the independent registered public accounting firm of the Company, effective immediately. The Audit Committee of the Board (the "Audit Committee") appointed Forvis Mazars to serve as the Company's independent registered public accounting firm on June 1, 2024, and as such, Forvis Mazars did not provide any audit reports on the financial statements of the Company for the fiscal years ended December 31, 2023 and 2022. Forvis Mazars resigned due to a belief that the Company can no longer generate reliable information to prepare its financials as a result of the cost reduction measures and other corporate developments disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 7, 2024. The Company disagrees with Forvis Mazars' belief (the "Disagreement"). Notwithstanding Forvis Mazars' resignation, the Company believes it has sufficient management and governance in place, including a full-time CFO and corporate controller, and an audit committee of the Company's Board that fully satisfies the corporate governance requirements of the Nasdaq Stock Market LLC and Securities Exchange Act Rule 10A-3. Members of the Company's Audit Committee, upon being notified by Forvis Mazars of the resignation, discussed the Disagreement with Forvis Mazars. The Company has authorized Forvis Mazars to respond fully to the inquiries of any successor accountant concerning the subject matter of the Disagreement. From the appointment of Forvis Mazars to the date of Forvis Mazars' resignation (the "Interim Period"), there were no disagreements between the Company and Forvis Mazars on any matter of accounting principles or practices, financial statement disclosure, or a

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director to Board of Directors On August 9, 2024, the Company's Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Timothy R. Ramdeen as a member of the Board. Timothy Ramdeen, 33, has nearly a decade of experience in private equity and hedge fund investing, capital markets, and company formation. Since June 2022, Mr. Ramdeen has been founder and managing partner of Dharma Capital Advisors, an investment and advisory firm focused on early-stage private and public companies. From March 2021 to March 2022, Mr. Ramdeen was co-founder, chief investment officer, and portfolio manager at Sixth Borough Capital Management, a multi-stage, event-driven hedge fund focused on both private and public equities. Since 2022, Mr. Ramdeen has been the co-founder of Amplexd Therapeutics, which is a women's health/biotechnology company focused on providing low-cost, effective, safe and accessible treatments for early cervical and HPV-related cancers worldwide. Mr. Ramdeen also serves as a corporate advisor/board member to multiple early-stage companies and investment funds. Since January 2023, Mr. Ramdeen has been a director of Onconetix, Inc., a commercial-stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men's health and oncology. Previously, Mr. Ramdeen was the fifth hire at Altium Capital Management ("Altium"), a healthcare-focused investment firm, where from July 2019 to March 2021 he served as the sole investment analyst on the private capital markets/special situations desk (privately-negotiated financings, direct investments, event-driven long/short, and private to public investments in micro and small-cap companies). During his tenure at Altium, Mr. Ramdeen was instrumental in co-c

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 16.1 Letter, dated August 15, 2024, from Forvis Mazars, LLP to the U.S. Securities and Exchange Commission. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. ENTERO THERAPEUTICS, INC. Date: August 15, 2024 By: /s/ James Sapirstein James Sapirstein Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR