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

~~March~~April 303, 2020

Date of Report (Date of earliest event reported)

Sophiris Bio Inc.
(Exact name of registrant as specified in its charter)

British Columbia	001-36054	98-1008712
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

1258 Prospect Street La Jolla, CA		92037
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 777-1760

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:

☐ 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))

☐ 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 Shares, no par value	SPHS	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 48.01 ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

a)Sophiris OnBio ~~March~~Inc. will ~~30,~~not ~~2020,~~complete ~~Sophiris~~its ~~Bio~~financial ~~Inc.~~audit (“for the year-ended December 31, 2019 in an effort to conserve its cash resources. The Company”) ~~dismissed~~has ~~PricewaterhouseCoopers~~not ~~LLP~~filed, ~~(“PwC”)~~nor asis it planning to file its Annual Report on Form 10-K for the ~~independent~~year-ended ~~registered~~December ~~public~~31, ~~accounting~~2019 ~~firm~~unless there is an outcome from a discussion of strategic alternatives which requires an audit for 2019 to be completed. As previously announced, the Company has been engaged in a strategic alternatives review for more than one year. The ~~Audit~~Company ~~Committee~~has oflimited its operations in order to preserve cash to enable it to pursue a strategic transaction. There is no assurance that Sophiris will be able to enter into any strategic transaction or be able to obtain additional financing to continue operations. There is substantial doubt that the Company ~~approved~~will ~~PwC’s~~be ~~dismissal~~able to continue as a going concern and the Company is no longer in compliance with its obligations as a reporting company under the Securities Exchange Act of 1934, as amended.

~~PwC’s~~The ~~report~~Company onended ~~the~~December ~~Company’s~~31, ~~financial~~2019 ~~statements~~with as$3.4 million of cash and ~~for~~cash ~~the~~equivalents. The ~~fiscal~~Company ~~year~~is ~~ended~~currently ~~December~~estimating ~~31,~~that ~~2018~~it ~~and~~will ~~2017~~be ~~did~~able ~~not~~to ~~contain~~fund ~~any~~its ~~adverse~~operations ~~opinion~~through orat ~~disclaimer~~least ofApril ~~opinion~~30, ~~nor~~2020 ~~was~~assuming itthat ~~qualified~~there oris ~~modified~~no asevent toof ~~uncertainty,~~default ~~audit~~(including ~~scope,~~a ormaterial ~~accounting~~adverse ~~principles,~~event) ~~except~~under ~~that~~our ~~PwC’s~~Loan ~~report~~and ~~for~~Security ~~the~~Agreement ~~fiscal~~dated ~~year~~September ~~ended December 31~~8, ~~2018~~2017 ~~included~~with anSilicon ~~explanatory~~Valley ~~paragraph~~Bank ~~indicating~~ that ~~there~~results ~~was~~in ~~substantial~~an ~~doubt~~acceleration ~~about~~of ~~the~~its ~~Company’s~~indebtedness. This ~~ability~~loan tois ~~continue~~secured asby a ~~going~~lien ~~concern.~~on ~~PwC~~substantially ~~did~~all ~~not~~of ~~audit~~ the Company’s ~~financial~~assets. As ~~statements~~of asthe date of this Current Report, the Company has paid all principal and ~~for~~interest when due under the ~~fiscal~~loan, ~~year~~including ~~ended~~the ~~December~~payment due in April. As of March 31, ~~2019~~2020, the outstanding principal balance of the loan is $4.2 million.

~~During~~Certain ~~the~~statements ~~fiscal~~in ~~years~~this ~~ended~~Current ~~December 31~~Report, ~~2018~~including ~~and~~those ~~2017~~relating ~~and~~to the ~~subsequent~~Company’s ~~interim~~estimate ~~period~~of ~~through~~its ~~March~~ability ~~30,~~to ~~2020,~~continue ~~there~~to ~~were~~fund ~~(i) no~~its ~~“disagreements”~~operations ~~(as~~and ~~that~~relating ~~term~~to isits ~~defined~~efforts inor ~~Item~~ability ~~304(~~to enter into a~~)(1)(iv)~~ ofstrategic ~~Regulation~~transaction Sand other predicative information, may constitute forward-Klooking information. Such statements involve known and ~~the~~unknown ~~related~~risks, ~~instructions)~~uncertainties ~~between~~and ~~the~~other ~~Company~~factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, and ~~PwC~~therefore onthese ~~any~~statements ~~matter~~should not be read as guarantees of ~~accounting~~future ~~principles~~performance or ~~practices,~~results. ~~financial~~Some ~~statement~~of ~~disclosure~~the risks and uncertainties that could cause actual results, performance or ~~auditing~~achievements ~~scope~~to ordiffer ~~procedure~~include without limitation, ~~which~~risks ~~disagreements~~relating to unexpected uses of the company’s cash, ifrisks ~~not~~relating ~~resolved~~to compliance with the Company’s loan agreement and risks relating to discussions with third parties relating to a possible strategic transaction, including risks and uncertainties arising from the ~~satisfaction~~impact of ~~PwC,~~the ~~would~~global ~~have~~pandemic ~~caused~~on ~~PwC~~third party’s willingness to ~~make~~enter ~~reference~~into a transaction to acquire the ~~subject~~Company ~~matter~~and ofother ~~the~~risks ~~disagreement~~and uncertainties identified in ~~its~~the ~~reports~~company’s public filings with the Securities and Exchange Commission. All forward looking statements are based on the Company’s ~~consolidated~~current ~~financial~~beliefs ~~statements~~as ~~and~~well ~~(ii) no~~as ~~“reportable~~assumptions ~~events”~~made ~~(as~~based ~~that~~on ~~term~~currently isavailable ~~defined~~information inas ~~Item~~of ~~304(a)(1)(v)~~the date of ~~Regulation~~this ~~S-K~~Current Report and speak only on the ~~related~~date ~~instructions)~~of this Current Report. Sophiris disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The Company provided PwC with a copy of this Current Report on Form 8-K and requested that PwC furnish to the Company a letter addressed to the United States Securities and Exchange Commission (“SEC”) stating whether or not PwC agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of PwC’s letter to the SEC, dated March 31, 2020, is attached as Exhibit 16.1 to this Current Report on Form 8-K.SIGNATURES

b)Pursuant ~~The Company continues~~ to ~~pursue~~the arequirements ~~strategic~~of ~~transaction.~~the ~~Depending~~Securities ~~upon~~Exchange ~~the~~Act ~~outcome~~ of ~~discussions~~1934, the ~~Company~~Registrant ~~may~~has ~~need~~duly tocaused ~~engage~~this areport ~~successor independent registered public accounting firm. There is no assurance that the Company will be able~~ to ~~enter a strategic transaction or~~ be ~~able~~signed toon ~~obtain~~its ~~additional~~behalf ~~financing~~by tothe ~~enable~~undersigned ithereunto toduly ~~continue to operate~~authorized.

Item 9.01. Financial Statements and Exhibits.

	Sophiris Bio Inc.

Dated: April 3, 2020
	By:	/s/ Peter Slover
		Peter Slover
		Chief Financial Officer

Exhibit No. 16.1 Letter from PricewaterhouseCoopers LLP to the SEC, dated March 31, 2020, regarding the statements made in this Current Report on Form 8-K.

SIGNATURES

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.

	Sophiris Bio Inc.
Dated: March 31, 2020
	By:	/s/ Peter Slover
		Peter Slover
		Chief Financial Officer

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