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
June 5, 2024
Date of Report (Date of earliest event reported)
IMMERSION CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | | 001-38334 | | 94-3180138 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. Employer Identification No.) |
2999 N.E. 191st Street, Suite 610, Aventura, FL 33180
(Address of principal executive offices and zip code)
(408) 467-1900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | IMMR | The NASDAQ Global Market |
| Series B Junior Participating Preferred Stock Purchase Rights |
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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 (§240.12b–2 of this chapter).
Emerging Growth Company ☐
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. ☐
Item 4.01. Change in Registrant’s Certifying Accountant.
(a) On June 5, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of Immersion Corporation (the “Company”), dismissed Plante & Moran, PLLC (“Plante Moran”) as the Company’s independent registered public accounting firm, effective on June 5, 2024.
On June 5, 2024, the Audit Committee appointed Frank, Rimerman + Co. LLP (“Frank, Rimerman”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and the Company entered into an engagement letter with Frank, Rimerman on June 6, 2024.
Plante Moran’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 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, 2023 and 2022, and the subsequent interim periods through June 5, 2024, there were (i) no disagreements with Plante Moran on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Plante Moran’s satisfaction, would have caused Plante Moran to make reference thereto in their reports on the consolidated financial statements for such fiscal years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Plante Moran with a copy of the disclosures it is making in this Form 8-K and requested that Plante Moran furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Plante Moran’s letter dated June 7, 2024, is filed as Exhibit 16.1 hereto.
(b) During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim periods through June 7, 2024, neither the Company nor anyone on its behalf has consulted with Frank, Rimerman 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 consolidated financial statements, and neither a written report or oral advice was provided to the Company that Frank, Rimerman 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.
