20-F/A: NewAmsterdam Pharma Restates 2022 Financials Due to Loss Per Share Calculation Errors
20-F/A Filing
NewAmsterdam Pharma files an amended 20-F report to restate its 2022 and 2021 financial statements due to errors in calculating basic and diluted loss per share, identifying a material weakness in internal controls.
Summary
- NewAmsterdam Pharma is restating its consolidated financial statements for the years ended December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, due to errors in the calculation of basic and diluted loss per share.
- The errors stemmed from incorrectly reporting the number of ordinary shares outstanding at the end of each period as the weighted average number of ordinary shares outstanding.
- This led to an erroneous reporting of the company's basic and diluted loss per share for each period presented.
- As a result of this error, management reevaluated the effectiveness of the company's internal control over financial reporting as of December 31, 2022, and identified a material weakness.
- The amendment revises risk factors and disclosures related to internal controls and procedures to reflect the identified material weakness.
- The company is including new certifications from the Principal Executive Officer and Principal Financial Officer with the amended filing.
- Except for the restatement and related disclosures, the amendment does not update or change any other information in the original Form 20-F and reflects information as of the original filing date.
Sentiment
Score: 4
Explanation: The sentiment is neutral to slightly negative due to the restatement of financials and the identification of a material weakness, offset by the company's belief that it has sufficient funds to operate through 2026.
Negatives
- The company identified a material weakness in its internal control over financial reporting.
- The company had to restate its financial statements due to errors in calculating basic and diluted loss per share.
Risks
- If the company is unable to remediate the identified material weakness, it may not be able to accurately or timely report its financial condition or results of operations.
- This could adversely affect the company's business and the price of its securities.
Future Outlook
The company believes it has sufficient funds to operate through 2026 and will require additional capital to pursue clinical activities, complete clinical trials, and obtain regulatory approval for and commercialize obicetrapib.
Industry Context
The announcement highlights the importance of accurate financial reporting and robust internal controls, particularly for companies in the biopharmaceutical industry that are subject to intense scrutiny and regulatory oversight.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control | Identification of a material weakness in internal control over financial reporting related to the calculation of basic and diluted loss per share. | December 31, 2022 | Requires remediation efforts to improve the accuracy and reliability of financial reporting. |
Stakeholder Impact
- Shareholders may experience a decrease in confidence due to the restatement and identified material weakness.
- The company's ability to raise capital may be affected if investors are concerned about the accuracy and reliability of its financial reporting.
Next Steps
- The company plans to remediate the identified material weakness in its internal control over financial reporting.
- The company will continue to monitor the impact of the COVID-19 pandemic and the conflict in Ukraine on its business.
Key Dates
| Date | Description |
|---|---|
| June 10, 2022 | NewAmsterdam Pharma Company N.V. incorporated under Dutch law. |
| November 21, 2022 | Company converted to a Dutch public limited liability company. |
| November 22, 2022 | Business Combination consummated. |
| December 31, 2022 | Date of affected financial statements. |
| March 31, 2023 | Original Form 20-F filed. |
| October 18, 2024 | Audit Committee concluded that previously issued financial statements should no longer be relied upon. |
Keywords
restatement, financial statements, material weakness, internal control, loss per share, NewAmsterdam Pharma
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