Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Resignation of Previous Independent Registered Public Accounting Firm
Based on information provided by the Registrant's previous independent
registered public accounting firm, Friedman LLP ("Friedman"), effective
September 1, 2022, Friedman combined with Marcum LLP ("Marcum") and continued to
operate as an independent registered public accounting firm as a wholly-owned
subsidiary of Marcum. On May 30, 2023 Marcum resigned as the Independent
Registered Public Accounting Firm of the Registrant.
Neither of Friedman's reports on the financial statements of the Registrant for
either of the past two fiscal years ended, respectively, December 31, 2020 and
December 31, 2021, contained an adverse opinion or a disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's two most recent fiscal years ended, respectively,
December 31, 2020 and December 31, 2021, and the subsequent interim period
through May 30, 2023, there were no disagreements with Friedman and Marcum on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Friedman and Marcum, would have caused it to
make reference to the subject matter of the disagreement(s) in connection with
its report.
During the Registrant's two most recent fiscal years ended, respectively,
December 31, 2020 and December 31, 2021, and the subsequent interim period
through May 30, 2023, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).
The Registrant has provided Marcum with a copy of the above disclosures. A
letter to the Commission dated May 30, 2023 from Marcum regarding its
concurrence or disagreement with the statements made by the Registrant in this
current report concerning the resignation of Marcum as the Registrant's
independent registered public accounting firm is attached as Exhibit 16 hereto.
(b) Engagement of New Independent Registered Public Accounting Firm
On May 30, 2023, the Audit Committee approved the appointment of Simon & Edward,
LLP ("Simon & Edward") as the Registrant's new independent registered public
accounting firm. Prior to engaging Simon & Edward, neither the Registrant nor
anyone on its behalf has consulted with Simon & Edward with respect to either
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's consolidated financial statements, and neither a written report
nor oral advice was provided to the Registrant that Simon & Edward concluded was
an important factor considered by the Registrant in reaching a decision as to
any accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number: Description:
16 Letter from Marcum LLP dated May 30, 2023
104 Cover Page Interactive Data File (formatted in iXBRL)
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