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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
On
June 23, 2021, the Audit Committee (the “Committee”) of the Board of Directors of the Company approved the dismissal of Marcum
as the Company’s independent registered public accounting firm, effective as of June 23, 2021, and informed Marcum of such dismissal
on the date thereof.
The
reports of Marcum on the Company’s consolidated financial statements for the two most recent fiscal years, ended December 31, 2019
and December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During
the two most recent fiscal years, ended December 31, 2019 and December 31, 2020, and through June 23, 2021, (i) there were no disagreements,
as defined in Item 304 of Regulation S-K, with Marcum 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 Marcum, would have caused Marcum
to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial
statements for such period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K,
except that Marcum concurred with the Company’s assessment of material weaknesses related to the Company’s internal controls
over financial reporting.
In
its Management’s Report on Internal Control Over Financial Reporting, as set forth in Item 4 “Controls and Procedures”
of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and Item 9A “Controls and Procedures”
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company reported material weaknesses in its
internal controls over financial reporting, which constitute reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The
material weakness was due to the small size of the Company, and the fact the Company does not maintain sufficient segregation of duties
to ensure the processing, review and authorization of all transactions including non-routine transactions. The Audit Committee discussed
the subject matter of the reportable events with Marcum and notwithstanding these material weaknesses in internal control over financial
reporting, the Company has concluded that, based on its knowledge, the consolidated financial statements, and other financial information
included in its Annual Reports on Form 10-K for the fiscal years ended December 31, 2020 and 2019 present fairly, in all material respects
the Company’s financial condition, results of operations and cash flows for the periods presented in conformity with accounting
principles generally accepted in the United States.
The
Company provided Marcum with a copy of the disclosures in this Form 8-K/A and requested that Marcum furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein.
A copy of such letter, which is dated June 29, 2021, was filed as Exhibit 16.1 to this Amendment.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
June 23, 2021, the Committee approved the engagement of Friedman as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2021, effective immediately.
During
the fiscal years ended December 31, 2019 and December 31, 2020, and through June 23, 2021, neither the Company nor anyone acting on its
behalf has consulted with Friedman regarding (i) the application of accounting principles to any 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 nor oral advice was provided to the Company that Friedman 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 of Regulation S-K, or a “reportable event,” as defined in
Item 304(a)(1)(v) of Regulation S-K.