Item 4.01. Changes in Registrant's Certifying Accountant.
(a) On June 18, 2009, CPEX Pharmaceuticals, Inc. (the "Company") dismissed
Deloitte & Touche LLP ("Deloitte") as the Company's independent registered
public accounting firm. The decision to dismiss Deloitte was considered and
approved by the Company's Audit Committee on June 18, 2009. Deloitte's report on
the Company's financial statements for fiscal years 2007 and 2008 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. For fiscal
years 2007 and 2008, as well as during the subsequent interim periods through
June 18, 2009, there were no disagreements between the Company and Deloitte on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure that, if not resolved to Deloitte's
satisfaction, would have caused Deloitte to make reference to the subject matter
of the disagreement in connection with its audit report. There were no
"reportable events" (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K) regarding the Company for the fiscal years ended 2007 and 2008
or the subsequent interim period through June 18, 2009.
The Company has furnished Deloitte with a copy of the above disclosures and
requested that Deloitte issue a letter addressed to the Securities and Exchange
Commission stating whether Deloitte agrees with the above statements. The letter
provided by Deloitte in response is included as Exhibit 16.1 to this report.
(b) On June 18, 2009, the Company engaged BDO Seidman, LLP ("BDO") as its
independent registered public accounting firm for the year ending December 31,
2009, [subject to the execution of a formal engagement letter]. The Company's
Audit Committee made its selection following a competitive request for proposal
process, which involved a careful review of several audit firms with expertise
in the Company's industry and experience with public clients of the Company's
size and requirements.
Prior to the engagement of BDO, neither the Company nor anyone on behalf of
the Company consulted with BDO regarding the Company's two reported fiscal years
and the subsequent interim period through June 18, 2009, in any manner
regarding: (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 Company's financial statements, and neither a written
report was provided to the Company nor oral advice was provided that BDO
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 disagreement (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K), or a "reportable event" (as that term is defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
Exhibit Exhibit Title
Exhibit 16.1 Letter from Deloitte & Touche LLP, dated June 24, 2009