Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Change of Independent registered Public Accounting Firm
On
December 2, 2021, Freed Maxick CPAs, P.C. (the “Former Accountant”) resigned as our independent registered public accounting
firm, and on December 3, 2021, we engaged Turner, Stone & Company, L.L.P. (the “New Accountant”) as our independent registered
public accounting firm, subject to completion of Turner Stone’s standard client acceptance
process and execution of an engagement letter. The engagement of the New Accountant was recommended and approved by the Audit
Committee of our Board of Directors.
The
Former Accountant’s audit report on our financial statements for the years ended December 31, 2020 and 2019 contained no adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
For
the years ended December 31, 2020 and 2019, and through the interim period ended December 2, 2021, there were no “disagreements”
(as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of the Former
Accountant, would have caused them to make reference thereto in their reports on the financial statements for such periods.
For
the years ended December 31, 2020 and 2019, and through the interim period ended December 2, 2021, there was the following “reportable
events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K
for the year ended December 31, 2020, the Company’s management determined that the Company’s internal controls over financial
reporting were not effective as of the end of such period.
The
Company’s internal controls have not been remediated as of the date of this Current Report on Form 8-K.
Other
than as disclosed above, there were no reportable events for the years ended December 31, 2020 and 2019, and through the interim period
ended December 2, 2021. Our Board of Directors discussed the subject matter of the reportable event with the Former Accountant. We authorized
the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to
the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior
to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting
principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as
those terms are defined in Item 304 of Regulation S-K).
On
December 3, 2021, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the resignation
of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an
exhibit to this Current Report on Form 8-K.