Attached files
| file | filename |
|---|---|
| EX-16.1 - EX-16.1 - Qumu Corp | exhibit161.htm |
| 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): March 10, 2021 | ||||||||
Qumu Corporation | ||||||||
| (Exact name of Registrant as Specified in its Charter) | ||||||||
| Minnesota | ||||||||
| (State Or Other Jurisdiction Of Incorporation) | ||||||||
| 000-20728 | 41-1577970 | |||||||
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
| 400 S 4th St, Suite 401-412 | ||||||||
| Minneapolis, MN | 55415 | |||||||
| (Address Of Principal Executive Offices) | (Zip Code) | |||||||
| (612) 638-9100 | ||||||||
| Registrant’s Telephone Number, Including Area Code | ||||||||
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 | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common stock, par value $0.01 | QUMU | The Nasdaq Stock Market LLC | ||||||||||||
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. o | |||||
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. o | |||||
Items under Sections 1 through 3 and 5 through 8 are not applicable and therefore omitted.
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Audit Committee”) of the Board of Directors of Qumu Corporation (the “Company”) conducted a review process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021. On March 10, 2021, the Audit Committee dismissed RSM US LLP (“RSM”) and engaged KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021.
RSM’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2020 and 2019, and during the subsequent interim period from January 1, 2021 through March 10, 2021, there were (i) no disagreements between the Company and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to RSM’s satisfaction, would have caused RSM to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided RSM with a copy of disclosures it is making in this Form 8-K and requested that RSM furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of RSM’s letter dated March 12, 2021, is filed as Exhibit 16.1 hereto.
(b) Engagement of New Independent Registered Public Accounting Firm
On March 10, 2021, KPMG was engaged by the Audit Committee as the Company’s independent registered public accounting firm concurrently with the dismissal of RSM. During the fiscal years ended December 31, 2020 and 2019, and during the subsequent interim period from January 1, 2021 through March 10, 2021, neither the Company nor anyone on its behalf has consulted with KPMG regarding:
(i) the application of accounting principles to a specific 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 or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue,
(ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or
(iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
SIGNATURE
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.
| QUMU CORPORATION | ||||||||
| By: | /s/ David G. Ristow | |||||||
| David G. Ristow | ||||||||
| Chief Financial Officer | ||||||||
| Date: March 12, 2021 | ||||||||