Current Report Filing (8-k)
October 04 2018 - 6:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): October 1, 2018
CARBON ENERGY CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1700 Broadway, Suite 1170, Denver, Colorado
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80290
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(Address of principal executive offices)
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(Zip code)
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(720) 407-7043
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(Registrant’s telephone number including area code)
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(Former Name or former address, if changed since last report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13a of the Exchange Act. ☐
Item 4.01 – Changes in Registrant’s
Certifying Accountant.
Effective October 1,
2018, EKS&H LLLP (“EKS&H”), the independent registered public accounting firm for Carbon Energy Corporation
(the “Company”), combined with Plante & Moran PLLC (“Plante Moran”). As a result of this transaction,
on October 1, 2018, EKS&H resigned as the independent registered public accounting firm for the Company. Concurrent with such
resignation, the Company’s audit committee approved the engagement of Plante Moran as the new independent registered public
accounting firm for the Company.
The audit reports of
EKS&H on the Company’s financial statements for the years ended December 31, 2017 and 2016 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, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation,
there were no disagreements between the Company and EKS&H on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EKS&H would have caused
them to make reference thereto in their reports on the Company’s financial statements for such years.
During the two most
recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation,
there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the two most recent
fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding Plante Moran’s engagement,
the Company did not consult with Plante Moran on either (1) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and
Plante Moran did not provide either a written report or oral advice to the Company that Plante Moran concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (2) any
matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event,
as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided
EKS&H a copy of the disclosures in this Form 8-K and has requested that EKS&H furnish it 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 the letter
dated October 4, 2018 is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
:
*
Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned,
hereunto duly authorized.
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CARBON ENERGY CORPORATION
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October 4, 2018
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/s/ Patrick R. McDonald
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Patrick R. McDonald,
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Chief Executive Officer
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