SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
2275 Half Day Rd, Suite 200
Bannockburn, Illinois 60015
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (847) 572-8280
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate 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 x
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. x
Item 4.01 Changes in Registrants Certifying Accountant.
On July 11, 2017, the Audit Committee of the Board of Directors of AveXis, Inc. (the Company), following careful deliberation, approved the dismissal of PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm, and appointed Deloitte & Touche LLP as the Companys new independent registered public accounting firm, subject to completion of its standard client acceptance procedures.
The reports of PricewaterhouseCoopers LLP on the Companys consolidated financial statements as of and for the fiscal years ended December 31, 2015 and 2016 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2015 and 2016 and the subsequent interim period through July 11, 2017, there were no disagreements between the Company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreements in connection with its reports for such fiscal years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Companys internal control over financial reporting disclosed in its Annual Reports on Form 10-K for the fiscal years ended December 31, 2015 and 2016, related to the determination that we did not design or maintain an effective control environment with the sufficient number of trained professionals with an appropriate level of accounting knowledge, training and experience to properly analyze, record and disclose accounting matters commensurate with our financial reporting requirements, which contributed to further material weaknesses related to the design and maintenance of (i) formal accounting policies, procedures and controls commensurate with the Companys accounting and financial reporting requirements, (ii) formal accounting policies, or processes and procedures to identify, analyze, and appropriately account for and disclose complex debt and equity agreements, or share-based compensation awards and (iii) processes and procedures that restrict access to key financial systems and records to appropriate users and evaluate whether appropriate segregation of duties is being maintained. Specifically, certain personnel had access to financial application, programs and data beyond that needed to perform their individual job responsibilities without independent monitoring. The Audit Committee discussed the subject matter of these reportable events with PricewaterhouseCoopers LLP. The Company has authorized PricewaterhouseCoopers LLP to respond fully and without limitation to all requests of Deloitte & Touche LLP concerning all matters related to the periods audited by PricewaterhouseCoopers LLP, including with respect to the subject matter of these reportable events.
The Company provided PricewaterhouseCoopers LLP with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that PricewaterhouseCoopers LLP furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of PricewaterhouseCoopers LLPs letter dated July 14, 2017 is filed as Exhibit 16.1 hereto.
During the fiscal years ended December 31, 2015 and 2016 and the subsequent interim period through July 11, 2017, neither the Company nor anyone acting on its behalf consulted with Deloitte & Touche LLP regarding either (i) the application of accounting principles to any specific completed or proposed transaction, or the type of audit opinion that might be rendered on the Companys financial statements, nor did Deloitte & Touche LLP provide written or oral advice to the Company that Deloitte & Touche LLP 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