Current Report Filing (8-k)
March 30 2022 - 4:19PM
Edgar (US Regulatory)
0001604868
false
0001604868
2022-03-28
2022-03-28
iso4217:USD
xbrli:shares
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): March 28, 2022
GROWGENERATION
CORP.
(Exact
Name of Registrant as Specified in its Charter)
Colorado |
|
333-207889 |
|
46-5008129 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
5619
DTC Parkway, Suite 900
Greenwood
Village, CO 80111
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (800) 935-8420
N/A
(Former
Address of Principal Executive Offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
GRWG |
|
The
NASDAQ Stock Market LLC |
ITEM
4.01. Changes in Registrant's Certifying Accountant.
|
(a) |
Dismissal
of Independent Registered Public Accounting Firm |
On March
28, 2022, GrowGeneration Corp. (the “Company”) dismissed Plante & Moran, PLLC (“Plante Moran”) as the Company's
independent registered public accounting firm. The dismissal was approved by the Audit Committee (the “Audit Committee”)
of the Board of Directors.
The
reports of Plante Moran on the Company's consolidated financial statements for the fiscal years ended December 31, 2021 and 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, except that in connection with the audit of the Company’s internal control over
financial reporting as of December 31, 2021, Plante Moran’s opinion concluded that the Company did not maintain, in all material
respects, effective internal control over financial reporting as of December 31, 2021 because of the material weaknesses disclosed in
the Company’s annual report on Form 10-K for the period then ended.
During
the fiscal years ended December 31, 2021 and 2020, and through March 28, 2022, there have been no “disagreements” (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Plante Moran 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 Plante Moran would have caused Plante Moran to make reference thereto in its reports on the consolidated financial statements for
such years. During the fiscal years ended December 31, 2021 and 2020 and through March 28, 2022, there have been no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that in connection
with the audit of the Company’s internal control over financial reporting as of December 31, 2021, Plante Moran’s
opinion concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2021.
The
Company provided Plante Moran with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and
requested that Plante Moran furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”),
pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Plante Moran agrees with the statements related to them made
by the Company in this report. A copy of Plante Moran's letter to the SEC dated March 29, 2022 is attached as Exhibit 16.1
to this report.
|
(b) |
Newly
Engaged Independent Registered Public Accounting Firm |
On March
28, 2022, the Company appointed Grant Thornton LLP (“Grant Thornton”) as the Company's new independent registered public
accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2022. The appointment
of Grant Thornton was approved by the Audit Committee. During the fiscal years ended December 31, 2021 and 2020, and through March 28,
2022, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding 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 with respect to the consolidated
financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that 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 the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
ITEM
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March
30, 2022 |
GrowGeneration
Corp. |
|
|
|
|
By: |
/s/
Darren Lampert |
|
Name: |
Darren
Lampert |
|
Title: |
Chief
Executive Officer |
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