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Item 4.01
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Changes in Registrant’s Certifying Accountant.
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(a)
Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Audit
Committee”) of the Board of Directors (the “Board”) of Acacia Research Corporation (the “Company”), with
the assistance of the Company’s management, conducted an auditor review and selection process in order to select the firm to serve
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. As a result, the Audit
Committee recommended to the Board the dismissal of Grant Thornton LLP (“GT”) as its independent registered public accounting
firm on April 10, 2021, which decision was approved by the Board and communicated to GT on April 10, 2021.
GT’s audit reports on
the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2020 and December 31, 2019
did not contain any adverse opinions or disclaimers of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company’s
two most recent fiscal years ended December 31, 2020 and December 31, 2019, respectively, and the subsequent interim period, there were
no (i) “disagreements,” as such term is described in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended, and the related instructions thereto (“Regulation S-K”), with GT on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s) or reportable event(s),
if not resolved to the satisfaction of GT, would have caused GT to make reference to the subject matter of the disagreement(s) or reportable
event(s) in connection with its report on the Company’s consolidated financial statements for the relevant year, or (ii) “reportable
events,” as such term is described in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3)
of Regulation S-K, the Company provided GT with a copy of the disclosures it is making in this Current Report on Form 8-K (this “Current
Report”) prior to the time this Current Report was filed with the Securities and Exchange Commission (the “SEC”). The
Company requested that GT furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in this Current
Report. The Company has requested that GT provide the letter as promptly as possible so that the Company can file the letter with the
SEC within ten business days after the filing of this Current Report.
(b)
Engagement of New Independent Registered Public Accounting Firm
On April 12, 2021, following
the competitive auditor review and selection process described above, the Audit Committee appointed BDO USA, LLP (“BDO”) as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
During the Company’s
two most recent fiscal years ended December 31, 2020 and December 31, 2019, respectively, and the subsequent interim period through April
11, 2021, neither the Company nor any person on its behalf consulted with BDO with respect to either (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 neither a written report was provided to the Company nor oral advice was provided that BDO concluded
was an important factor 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” or a “reportable event,” as such terms are described in Items 304(a)(1)(iv)
and 304(a)(1)(v) of Regulation S-K, respectively.