Item 4.01. Changes in Registrant’s Certifying Accountant.
(a)
On March 7, 2019, after filing its Annual Report on Form 10-K
for the year ended December 31, 2018
as described in Item 2.02 above, the Company dismissed Wolf & Company, P.C. The decision to change accountants was approved by the audit committee of the Company
’
s Board of Directors (the “Board”).
The report of Wolf & Company, P.C. on the Company
’
s consolidated financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the financial statements of the Company for the fiscal year ended December 31, 2017 expressed, in an explanatory paragraph, substantial doubt about the Company’s ability to continue as a going concern due to recurring losses from operations.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through March 7, 2019, there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Wolf & Company, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement if not resolved to the satisfaction of Wolf & Company, P.C. would have caused Wolf & Company, P.C. to make reference thereto in its reports on the consolidated financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company delivered a copy of this Current Report on Form 8-K to Wolf & Company, P.C. prior to filing it with the SEC and requested a letter addressed to the SEC stating whether or not it agrees with the statements made in response to this Item 4.01 and, if not, stating the respects in which it does not agree. Wolf & Company, P.C. responded with a letter dated March 7, 2019, a copy of which is attached hereto as Exhibit 16.1 stating that Wolf & Company, P.C. agrees with the statements set forth above.
(b)
On March 7, 2019, after filing its Annual Report on Form 10-K
for the year ended December 31, 2018
as described in Item 2.02 above, the Company engaged BDO USA LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2019. The decision to change accountants was approved by the audit committee of the Board.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through March 7, 2019, neither the Company nor anyone on its behalf consulted with BDO USA LLP regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company
’
s financial statements, and neither a written report nor oral advice was provided to the Company that BDO USA LLP concluded was an important factor considered by the Company 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) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).