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(Address of principal executive offices and zip
code)
(i408) i467-1900
(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):
i¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i¨
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
iCommon
Stock, $0.001 par value per share
iIMMR
iThe NASDAQ Global Market
iSeries
B Junior Participating Preferred Stock Purchase Rights
iIMMR
iThe NASDAQ Global Market
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 i☐
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 August 16, 2022, the Audit Committee (the “Audit Committee”) of the Board of Directors of Immersion Corporation (the “Company”), in furtherance of the
Company’s ongoing effort to improve its cost structure and balance sheet, dismissed Armanino LLP (“Armanino”) as the Company’s independent registered public accounting firm, effective on August 16, 2022.
On August 16, 2022, the Audit Committee appointed Plante & Moran, PLLC (“Plante Moran”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.
Armanino’s reports on the
Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim periods through June 30, 2022, there were (i) no disagreements with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Armanino’s satisfaction, would have caused Armanino to make reference thereto in their reports on the
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 Armanino with a copy of the disclosures it is making in this Form 8-K and requested that Armanino furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Armanino’s letter dated August 16, 2022, is filed as Exhibit 16.1 hereto.
(b)
During the fiscal years ended December 31, 2021
and 2020, and the subsequent interim periods through June 30, 2022, neither the Company nor anyone on its behalf has consulted with Plante Moran 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 Plante Moran 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.
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 hereunto duly authorized.