Item 4.01 Change in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On November 30, 2021, CV Sciences, Inc. (the "Company") notified Deloitte &
Touche LLP ("Deloitte") of its dismissal as the Company's independent registered
public accounting firm effective as of that date. The dismissal of Deloitte was
approved by the audit committee of the board of directors of the Company (the
"Audit Committee"). The decision by the audit committee was made to reduce
ongoing costs related to the Company's annual audit.
Deloitte's report on the Company's financial statements for each of the fiscal
years ended December 31, 2020 and 2019 did not contain any adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the fiscal years ended December 31, 2020 and 2019, and the subsequent
interim period through November 30, 2021, there were no "disagreements" as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and
Deloitte 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 Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreement in their reports on the
financial statements for such years.
There were no "reportable events" as that term is defined in Item 304(a)(1)(v)
of Regulation S-K during the fiscal years ended December 31, 2020 and 2019, and
the subsequent interim period through November 30, 2021, except for the
existence of material weaknesses as of December 31, 2019, related to
management's lack of maintaining appropriate staffing in its accounting
department with the appropriate level of technical expertise and experience,
resulting in insufficient oversight of the financial reporting function which
was originally identified and disclosed in our Annual Report on Form 10-K for
the year ended December 31, 2018. The material weakness was remediated as of
December 31, 2020.
The Company provided Deloitte with a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission ("SEC") and
requested that Deloitte furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of Deloitte's letter,
dated November 30, 2021, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On November 30, 2021, the Company engaged Haskell & White LLP ("H&W") to serve
as the Company's independent registered public accounting firm, effective
immediately. The Audit Committee approved the decision to engage H&W and
appointed H&W as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2021.
During the Company's fiscal years ended December 31, 2020 and 2019, and the
subsequent interim period through November 30, 2021, neither the Company nor
anyone acting on its behalf has consulted with H&W regarding (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
financial statements, and neither a written report nor oral advice was provided
to the Company that H&W concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue, (ii) any matter that was the subject of a disagreement within
the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable
event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 30, 2021, the Company issued a press release announcing the
dismissal of Deloitte and the engagement of H&W as its independent registered
public accounting firm.
The information set forth under Item 7.01 of this Current Report on Form 8-K
("Current Report"), including Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of such section. The information in Item 7.01 of this Current
Report, including Exhibit 99.1, shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any such filing, except
as expressly set forth by specific reference in such a filing. This Current
Report will not be deemed an admission as to the materiality of any information
in this Current Report that is required to be disclosed solely by Regulation FD.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Letter from Deloitte & Touche LLP to Securities and Exchange Commission
16.1 dated November 30, 2021.
99.1 Press Release of CV Sciences, Inc. dated November 30, 2021.
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