Item 4.01 Change in Registrant's Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On July 2, 2020, the Audit Committee (the "Audit Committee") of the Board of
Directors of Paysign, Inc. (the "Company"), approved the dismissal of Squar
Milner LLP ("Squar Milner") as the Company's independent registered public
accounting firm, effective immediately.
Squar Milner's reports on the Company's financial statements for the years ended
December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
During the Company's two most recent fiscal years ended December 31, 2019 and
2018 and the subsequent interim period through July 2, 2020, there were no
disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K
promulgated under the Exchange Act ("Regulation S-K") and the related
instructions thereto, with Squar Milner 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 Squar Milner, would
have caused it to make reference to the subject matter of the disagreements in
connection with its reports. Also during this same period, the only reportable
events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related
instructions thereto, were the material weaknesses in the Company's control
environment and monitoring pursuant to the 2013 Committee of Sponsoring
Organizations of the Treadway Commission (COSO) framework, previously reported
in Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which have not yet been remediated.
The Company provided Squar Milner with the disclosures under this Item 4.01(a),
and requested Squar Milner to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in this Item 4.01(a) and, if not, stating the respects in
which it does not agree. Squar Milner's letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On July 2, 2020, the Audit Committee approved the appointment of BDO USA, LLP
("BDO") as the Company's new independent registered public accounting firm,
effective upon dismissal of Squar Milner on July 2, 2020. During the Company's
two most recent fiscal years ended December 31, 2019 and 2018, and the
subsequent interim period through July 2, 2020, neither the Company nor anyone
acting on its behalf consulted with BDO regarding any of the matters described
in Items 304(a)(2)(i) and (ii) of Regulation S-K.
The Company and the Chairman of the Audit Committee disclosed the
above-mentioned material weaknesses to BDO and authorized Squar Milner to
respond fully to inquiries of BDO concerning the material weaknesses.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from Squar Milner LLP to the Securities and Exchange
Commission dated July 2, 2020
© Edgar Online, source Glimpses