ITEM 4.01
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Change in Registrants Certifying Accountant.
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(a)
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Dismissal of Previous Independent Registered Public Accounting Firm.
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On February 15, 2019, Eidos Therapeutics, Inc. (the Company) dismissed PricewaterhouseCoopers LLP (PwC) as the Companys
independent registered public accounting firm, which was unanimously approved by the Audit Committee of the Companys Board of Directors (the Audit Committee). The decision to dismiss PwC resulted from PwCs notification to the
Company in early February 2019 that information had come to PwCs attention that required it and the Company to evaluate a potential independence rule violation resulting from PwCs provision of certain
non-audit
services to affiliates of the Company during the audit periods for the years ended December 31, 2016 and December 31, 2017, and subsequently. The dismissal of PwC was not for any reason
related to the Companys financial reporting or accounting operations or policies.
The Audit Committee and management continue to believe that the
Companys financial statements covering the referenced periods fairly present, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may continue to be
relied upon and that the Companys internal control over financial reporting was effective during these periods.
The audit report of PwC on the
financial statements of the Company for each of the two fiscal years ended December 31, 2017 and December 31, 2016 contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles other than the report expressed substantial doubt about the Companys ability to continue as a going concern as a result of recurring losses from operations and net stockholders deficit. As described under Item
4.02(b) below, that report should no longer be relied upon.
During the Companys two fiscal years ended December 31, 2017 and December 31,
2016 and during the subsequent interim period from January 1, 2018 through February 15, 2019, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedures that, if not resolved to PwCs satisfaction, would have caused PwC to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation
S-K.
The Company provided PwC with a copy of the disclosures under Item 4.01(a)
in this report prior to filing with the Securities and Exchange Commission (SEC). A copy of PwCs letter dated February 21, 2019 to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit
7.1 and incorporated by reference into Exhibit 16.1 to this report.
(b)
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Engagement of New Independent Registered Public Accounting Firm.
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On February 18, 2019, the Audit Committee engaged Ernst & Young LLP (E&Y) as the Companys independent registered public
accounting firm to audit the Companys financial statements for its fiscal year ended December 31, 2018 and to
re-audit
the Companys financial statements for the years ended December 31,
2017 and 2016.
During the fiscal years ended December 31, 2017 and December 31, 2016 and the subsequent interim period through
February 18, 2019, the Company has not consulted with E&Y 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 Companys financial statements, and neither a written report was provided to the Company nor oral advice was provided that E&Y concluded was an important factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting of any issue; or (ii) any matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation
S-K)
or a reportable event (as
described in paragraph (a)(1)(v) of Item 304 of Regulation
S-K).