Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accountant
On April 18, 2023, based on the recommendation of the Audit Committee (the
"Audit Committee") and approval of the Board of Directors of SOBR Safe, Inc.,
(the "Company"), the Company dismissed Macias Gini & O'Connell LLP ("MGO") as
the Company's independent registered public accounting firm. As described below,
the decision to dismiss MGO as the independent registered public accounting firm
of the Company is not the result of any disagreement with MGO.
MGO's audit reports on the Company's financial statements as of and for the
years ended December 31, 2022 and 2021 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, except for the explanatory paragraph
included in the report for the year ended December 31, 2021, which noted that
there was substantial doubt as to the Company's ability to continue as a going
concern.
During the fiscal years ended December 31, 2022 and 2021, and in the subsequent
interim period through the date of this Current Report on Form 8-K (this
"Report"), there were (i) no "disagreements" as that term is defined in Item
304(a)(1)(iv) of Regulation S-K between the Company and MGO on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
MGO, would have caused MGO to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years, and
(ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K, except for the material weaknesses in the Company's internal
controls over financial reporting as disclosed in Part II, Item 9A of the
Company's Form 10-K as of December 31, 2022 related to management's lack of
sufficient segregation of duties within accounting functions, resulting in a
control deficiency, and the Company's lack of a documentation of all of its
internal controls that cover the recording and reporting of financial
transactions and accounting provisions. In Part II, Item 9A of the Company's
Form 10-K as of December 31, 2021, material weaknesses were reported regarding
the Company's lack of sufficient segregation of accounting duties, the lack of
documentation of internal controls, and the lack of maintenance of effective
controls over the control environment.
These material weaknesses have not been remediated as of the date of this
Report.
The Company has provided MGO with a copy of the disclosures it is making herein
prior to filing this Report with the Securities and Exchange Commission (the
"SEC") and requested that MGO furnish the Company with a copy of their letter
addressed to the SEC stating whether or not it agrees with the statements made
herein and, if it does not agree, the respects in which it does not agree, in
accordance with Item 304(a)(3) of Regulation S-K. A copy of MGO's letter dated
April 20, 2023, is attached as Exhibit 16.1 hereto.
(b) Newly Appointed Independent Registered Public Accountant
On April 18, 2023, following the recommendation of the Audit Committee and
approval of the Board of Directors, the Company engaged Haynie & Company
("Haynie") as the Company's independent registered public accounting firm for
the year ending December 31, 2023, effective immediately.
During the Company's two most recent fiscal years and the subsequent interim
period preceding the engagement of Haynie, neither the Company nor anyone on its
behalf consulted with Haynie with respect to: (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 Company's consolidated financial
statements, and no written or oral advice of Haynie was provided to the Company
that was an important factor considered by the Company in reaching a decision as
to the 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 related thereto),
or any "reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Macias Gini & O'Connell LLP, dated April 20, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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