Petros Pharmaceuticals Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 14. Principal Accounting Fees and Services
Independent Registered Public Accounting Firm
On January 8, 2024, the Audit Committee dismissed EisnerAmper, LLP (Auditor ID #274) (“EA”) as the Company's independent registered public accounting firm. The Audit Committee, effective as of January 8, 2024, appointed Marcum LLP (Auditor ID #688) (“Marcum”) as the Company's independent registered public accounting firm for the Company's fiscal year ended December 31, 2023.
Audit and Non-Audit Fees
The Company engaged EA as its independent auditors from December 2, 2020, to January 8, 2024. The Company engaged Marcum from January 8, 2024, to present. The following table presents fees for professional audit services rendered by EA for the review of (1) the Company’s quarterly interim financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022 and financial statement for the year ended December 31, 2022, and (2) the Company’s quarterly interim financial statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, and consent-related fees, as well as fees for professional services rendered by Marcum for the audit of the Company’s financial statement for the year ended December 31, 2023. Fees for year ended December 31, 2023, consisted of payments to EA and Marcum of $268,275 and $250,000, respectively.
| · · · · · · | ||||
|---|---|---|---|---|
| · 2023 · 2022 | ||||
| Audit fees:(1) | | $497,800 | | $267,750 |
| Audit related fees:(2) | | — | | — |
| Tax fees: (3) | | 20,475 | | 13,125 |
| All other fees | | — | | — |
| Total | | $518,275 | | $280,875 |
| (1) | Audit fees for 2023 and 2022 relate to professional services provided in connection with the audit of our consolidated financial statements, the reviews of our quarterly condensed consolidated financial statements, and services provided in connection with filing registration statements on Form S-3 in 2023 and Form S-1 and Form S-8 in 2022. |
| (2) | There were no audit related or other fees. |
| (3) | Tax fees related to tax compliance work. |
The percentage of services set forth above in the category audit related fees, that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit), was 100%.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant
Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.
Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.
| 1. | Audit services include audit work performed in the preparation of consolidated financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards. |
| 2. | Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. |
| 3. | Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice. |
| 4. | Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm. |
Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted, and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
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