Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“Statement”). In the Statement, the Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since
issuance on November 20, 2020, the outstanding warrants (“Warrants”) to purchase common stock of Population Health Investment Co., Inc. (the “Company”) were accounted for as equity within the Company’s balance sheet,
and after discussion and evaluation, including with the Company’s independent auditors, the Company has concluded that its warrants should be presented as liabilities with subsequent fair value remeasurement.
On May 11, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management and
consideration of the Staff’s views as set forth in the Statement, that the Company’s consolidated financial statements for the periods beginning with the period from September 11, 2020 (inception) through December 31, 2020 (the “Non-Reliance Period”) should no longer be relied upon due to a misapplication of the guidance with respect to accounting for the Company’s Warrants and that the Warrants should be presented as
liabilities with subsequent fair value measurement.
Similarly, press releases, earnings releases, and investor presentations or other communications
describing the Company’s consolidated financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of the
Company’s current independent registered public accounting firm, WithumSmith+Brown, PC (“Withum”), included in the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2020, as filed on March 31, 2021 with the SEC, should no longer be relied upon.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02
with Withum. Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.
As a result, the Company will restate its historical financial results for the Non-Reliance Period to reflect the
change in accounting treatment in its Form 10-K by filing an amendment thereto and in its Quarterly Report on Form 10-Q, when filed, for the three months ended
March 31, 2021.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,”
“plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the
Company’s intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or
otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
