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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): November
6, 2023
CannaPharmaRX,
Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
333-251016 |
27-4635140 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
Suite
3600, 888-3rd Street SW
Calgary, Alberta, Canada T2P
5C5
(Address of principal executive offices,
including zip code)
(949) 652-6838
(Registrant’s Telephone Number,
including area code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
☐
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))
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
CPMD |
OTC Markets |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b2 of the Securities Exchange Act of 1934 (§240.12b2 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.
| Item 4.01 |
Change in Registrant’s Certifying Accountant. |
(a) Resignation of Previous Independent Registered Public Accounting
Firm
On November 6, 2023, CannaPharmaRX, Inc.
(the “Company”, “we”, “us”) terminated our engagement with our independent registered public accounting
firm, BF Borgers CPA PC (“Borgers”), effective November 6, 2023. Borgers has served as our independent registered public accounting
firm since 2018.
During the years ended December 31, 2022 and 2021
and the subsequent interim period from January 1, 2023 to June 30, 2023,
| |
(i) |
there were no disagreements between the Company and Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Borgers’s satisfaction, would have caused Borgers to make reference in connection with its opinion to the subject matter of the disagreement, and |
| |
(ii) |
there were no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K. |
The report of Borgers to our financial statements
for fiscal years ended December 31, 2022 and 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022,
did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting
principle. The report had been prepared assuming that we would continue as a going concern and included an explanatory paragraph regarding
our ability to continue as a going concern as result of recurring loses from operations, a significant accumulated deficit and consistent
negative cash flows.
We have provided Borgers with a copy of the foregoing
disclosures it is making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices,
that Borgers furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein.
Attached as Exhibit 9.01 is a copy of Borgers’s letter, dated November 13, 2023 stating that it agrees with such statements.
(b) Engagement of New Independent Registered
Public Accounting Firm
On November 3, 2023, we engaged GreenGrowth CPAs
(“GreenGrowth”) as our new independent registered public accountant for the fiscal year ending December 31, 2023 and to provide
services with respect to the filing of our 10-Q for the period ending September 30, 2023. This decision was approved by our full Board
of Directors.
During the fiscal years ended December 31,
2022 and 2021 and through the period ending June 30, 2023, neither the Company nor anyone on our behalf consulted with GreenGrowth regarding
(1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that GreenGrowth concluded
was an important factor considered by us in reaching a decision as to any 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 and the related instructions)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
| |
CANNAPHARMARX, INC. |
| |
|
| November 13, 2023 |
By: |
/s/ Dean Medwid |
| |
|
Dean Medwid
CEO |
Exhibit 9.01
 |
5400 W Cedar Ave
Lakewood, CO 80226
Telephone: 303.953.1454
Fax: 303.945.7991 |
November
13, 2023
United
States Securities and Exchange Commission
Office of the Chief Accountant
100
F Street, N.E.
Washington, D.C. 20549
Re: CannaPharmaRX,
Inc.
Ladies and Gentleman:
We have
read the statements under item 4.01 in the Form 8-K dated November 6, 2023, of CannaPharmaRX, Inc. (the “Company”) to be
filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis
to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.
Sincerely,
/s/ BF
Borgers CPA PC
BF Borgers
CPA PC
Certified Public Accountants
Lakewood, CO
Exhibit 9.02
| |
 |
CannaPharmaRx
Inc.
Audit
Engagement Letter |
Thank you
for choosing GreenGrowth CPAs (“we” or “our”) to provide audit services as described below (“Services”)
for CannaPharmaRx Inc. (“Client”) shown and signed at the end of this Engagement Letter (“Engagement Letter”).
This Engagement Letter describes the scope of GreenGrowth CPAs Services, the respective responsibilities of GreenGrowth CPAs and Client,
our fees, and other terms and conditions under which we will provide the Services.
SCOPE OF SERVICES
We will audit
Client’s consolidated financial statements which comprise the balance sheets for the year ended December 31, 2023 (“FY23”),
and the related statements of income, shareholders equity, and cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory information prepared in accordance with United States Generally Accepted Accounting Principles (“US
GAAP”).
We will review the Client’s
consolidated financial statements which comprise the balance sheets for periods ended September 30, 2023 (“Q3 FY23”), March
31, 2024 (“Q1 FY24”), June 30, 2024 (“Q2 FY24”), and the related consolidated statements of income, shareholders
equity, and cash flows and a summary of significant accounting policies and other explanatory information prepared in accordance with
US GAAP.
AUDIT OBJECTIVE
The objective
of our audit is the expression of an objective opinion about whether your financial statements are fairly presented, in all material respects,
in conformity with US GAAP. Our audit will be conducted in accordance with PCAOB and will include tests of your accounting records and
other procedures we consider necessary for us to obtain the reasonable assurances required to express an opinion as described above. We
will issue a written report upon completion of our audit of Client’s financial statements. Our report will be addressed to your
board of directors. We cannot provide any assurance that an unqualified opinion will be expressed. Circumstances may arise in which it
is necessary, under our professional standards, for us to modify our opinion or add what is known as an “emphasis-of-matter”
or “other-matter” paragraph. If our opinion is other than unqualified, we will discuss the reasons with you in advance. If,
for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an
opinion, issue a disclaimer of opinion, or withdraw from this engagement.
AUDIT PROCEDURES
Our procedures will include tests
of documentary evidence supporting the transactions recorded in the accounts, and direct confirmation of certain assets and liabilities.
We may also request written representations from your attorneys as part of the engagement, including confirmation that your business operates
in accordance with state and local laws and regulations. At the conclusion of our audit, we will require certain written representations
from Client’s management regarding the financialstatements and related matters. Such written representations are a critical part
of the audit that we will perform, and we are unable to finalize our engagement or report and express our opinion without these written
representations.
An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Accordingly, our audit will
involve professional judgment about the number andtypes of transactions to be examined and the areas to be tested. An audit also
includes evaluating the appropriateness of accounting policies and practices implemented, and the reasonableness of significant
accounting estimates made by Client’s management, as well as evaluating the overall presentation and fairness of the financial
statements. We will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether such material misstatements arise from (1) errors or omissions, (2) under reporting or recognition of
revenue, (3) fraudulent financial reporting, (4) misappropriation of assets or inventory, or (5) violationsof laws or governmental
regulations that are attributable to Client or its management or employees acting on behalf of Client.
| |
|
CannaPharmaRx
Inc.
Audit
Engagement Letter |
Because of the inherent limitations
of an audit, combined with the inherent limitations of internal controls, and because we will not perform a detailed examination of all
transactions, there is a risk that material misstatements may exist and not be detected by us, even though the audit is properly planned
and performed in accordance with PCAOB auditing. In addition, an audit is not designed to detect immaterial misstatements or violations
of laws or governmental regulations that do not have a direct andmaterial effect on the financial statements. However, we will inform
the appropriate level of management of any material errors, under reporting of revenue, fraudulent financial reporting, or misappropriation
of assets or inventory that comes to our attention. We will also inform the appropriate level of management of any violations of laws
or governmental regulations that come to our attention.
Our responsibility as auditors is
limited to the period covered by our audit as stated above and does not extend to any later periods for which we are not engaged as auditors.
Our audit will include obtaining
an understanding of the Company and its environment (including internal controls) sufficient to assess the risks of a material misstatement
of the financial statements, to design the nature, timing, and extent of further audit procedures, and form our opinion. An audit is not
designed to provide assurance on the quality of internal controls, to identify deficiencies or weaknesses in internal control, or to detect
fraud or theft of assets. However, during the audit, we will communicate to you and those responsible for internal controls related matters
that are required to be communicated under professional standards.
We may from time to time, and depending
on the circumstances, use third-party service providers in serving your account. GreenGrowth CPAs remains responsible for the work of
any such third- party service providers.
REVIEW OBJECTIVE
The objective of a review conducted
in accordance with the PCAOB standards is to obtain limited assurance that there are no material modifications that should be made to
the financial statements in order for them to be in conformity with US GAAP. We will issue a written report upon completion of our review
of Client’s financial statements. Our report will be addressed to your board of directors.
Our ability to issue any report as
a result of this engagement and the wording thereof will, of course, be dependent on the facts and circumstances at the date of our report.
If, for any reason, we are unable to complete our review, we may decline to issue any report as a result of this engagement. If we are
unable to complete our review or if any report to be issued by us as a result of this engagement requires modification, the reasons for
this will be discussed with the Board of Directors and the Company’s management.
REVIEW PROCEDURES
We are responsible for conducting this engagement in accordance
with the review standards. A review includes primarily applying analytical procedures to the Company’s financial data and making
inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an
opinion regarding the financial statements as a whole.
A review does not
contemplate obtaining: an understanding of the Company’s internal control; assessing fraud risk; tests of accounting records
by obtaining sufficient appropriate audit evidence through inspection, observation, confirmation, or the examination of source
documents (e.g., cancelled checks or bank images); or other procedures ordinarily performed in an audit. Accordingly, we will not
express an opinion regarding the financial statements as a whole. Also, a review cannot be relied upon to disclose errors, fraud, or
illegal acts that may exist. We may from time to time, and depending on the circumstances, use third-party service providers in
serving your account. GreenGrowth CPAs remains responsible for the work of any such third- party service providers.
| |
|
CannaPharmaRx
Inc.
Audit
Engagement Letter |
MANAGEMENT RESPONSIBILITIES &
ACKNOWLEDGEMENTS
Client is responsible for designing,
establishing, implementing, and maintaining internal controls, including monitoring ongoing business activities; for the selection and
application of accounting principles and financial reporting framework; and sound accounting policies and practices, including accurately
recording cash transactions, accounting for inventory, and the prevention and detection of theft. Client confirms that its senior management
possess suitable skill, knowledge, and experience to prepare and fairly represent the financial statements in conformity with US GAAP
and are responsible for the same. Client is also responsible for making all financial records and related information available to us,
and for the accuracy and completeness of that information. Client is also responsible for providing us with (1) access to all information
of which it is aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information
that we may request for the purpose of the audit, and (3) unrestricted access to persons within Client’s organization from whom
we determine it necessary to obtain audit evidence.
As part of our engagement, we may
propose corrections or adjustments to your financial statements. Nonetheless, your responsibilities include reviewing and understanding
such proposed corrections or adjustments and making the necessary changes to the financial statements to correct material misstatements
and confirming to GreenGrowth CPAs in the management representation letter that the effects of any uncorrected misstatements identified
by GreenGrowth CPAs during the current engagement and pertaining to the latest period presented are immaterial, both individually and
in the aggregate, to the financial statements taken as a whole.
Client is responsible for the
design and implementation of programs and controls to prevent and detect theft and fraud, and for informing us about all known, suspected,
or alleged fraud or theft affecting the Client’s organization involving management, employees who have significant roles in internal
control, and others where the fraud or theft could have a material effect on the financial statements. Client responsibilities include
informing GreenGrowth CPAs of its knowledge of any allegations of fraud or theft or suspected fraud or theft affecting Client. In addition,
Client is responsible for (1) identifying federal, state, or local laws applicable to Client’s business, and (2) ensuring that Client’s
employees and contractors comply with such applicable laws and regulations. Client is responsible for the preparation of the supplementary
information in conformity with US GAAP. Client agrees to include our report on the supplementary information in any document that contains,
and indicates that GreenGrowth CPAs has reported on, the supplementary information. Client also agrees to include the audited financial
statements with any presentation of the supplementary information that includes our report thereon.
USE AND CONFIDENTIALITY INFORMATION
GreenGrowth CPAs agrees to hold
Client’s confidential information in strict confidence and not to disclose such confidential information to any third party or to
use it for any purpose other than as specifically authorized by Client. GreenGrowth CPAs agrees that it will not disclose confidential
information to its affiliates, subsidiaries, parent entities, or other subsidiaries of any parent entity without the prior written consent
of Client. GreenGrowth CPAs agrees that it will employ all reasonable steps to protect the confidential information of Client from unauthorized
or inadvertent disclosure, including without limitation all steps that it takes to protect its own information that it considers proprietary.
GreenGrowth CPAs agrees that it will ensure that all contractors, agents or otherthird parties as to whom permission has been granted
to share confidential information will comply with the terms of this paragraph.
| |
 |
CannaPharmaRx
Inc.
Audit
Engagement Letter |
FEES AND EXPENSES
Our fees for the Audit of the Consolidated
Financial Statements are $52,000. The timeline for billings will be as follow:
| · | $23,400 due on January 10, 2024 upon start of work |
| · | $23,400 due on February 10, 2024 |
| · | $5,200 due on March 10, 2024 upon completion of work, prior to issuance |
Our fees for the Interim Reviews of the Consolidated
Financial Statements are $9,500 per review. The timeline for billings will be as follow:
| · | $4,750 due on October 10, 2023 |
| · | $4,750 due on November 10, 2023 prior to issuance |
| · | $4,750 due on April 10, 2024 |
| · | $4,750 due on May 10, 2024 prior to issuance |
| · | $4,750 due on July 10, 2024 |
| · | $4,750 due on August 10, 2024 prior to issuance |
The fees are not dependent or
contingent on the findings or results of the Services, nor are amounts refundable. You agree to pay all fees and expenses incurred whether
or not we issue an audit report. Once GreenGrowth CPAs has completed work as described within our engagement letter, we will reach out
to indicate next steps and what is needed (review of draft documents, final payment etc.). If we are unable to connect/reach you after
20 days, we will issue a final invoice with all work completed and send your final invoice. If payment is not received for this updated
final invoice, we will work with an internal and/or 3rd party revenue collection agent/company.
Any additional services provided
to the Client outside of the Service described herein will be bill at our hourly rate of $300 per hour for such services.
Client is responsible for our
professional fees and reasonable costs related to providing the service, such as travel costs, administrative costs associated with sending
confirmations. In addition, Client is responsible for our professional fees and reasonable costs related to subpoenas, or giving an interview
or deposition incurred which is related to the Services.
The Client is responsible for
reimbursement of all engagement related expenses, including but not limited to expenses incurred for background checks, use of confirmation.com,
third party pre-issuance quality review, and third party engagement quality review services.
PAYMENT
We accept payment via ACH wire transfer
to the following account:
| |
Preferred Bank |
Account Name: GreenGrowth CPAs |
| |
|
|
| |
10250 Constellation Blvd Suite 100 |
Account Number:
004009983 |
| |
Los Angeles CA 90067-0000 |
Routing Number: 122042205 |
In the event that payment is not received upon the
invoice reaching its due date, we reserve the right to take actions to collect, including but not limited to, charging of interest
at the rate of 1.5% per month (equating to an annualized rate of 18%), the refusal to perform additional work or services until your
account is brought current, and/or termination of our relationship with you. Additionally, if non-payment persists after the due
date, any unpaid balance may be transferred to a collection agency, which holds the authority to apply collection fees in accordance
with their policies. Any collection fees incurred by the collection agency will be paid by Client.
| |
|
CannaPharmaRx
Inc.
Audit
Engagement Letter |
TERMINATION
Client may terminate this Engagement
Letter at any time and for any reason with written notice to GreenGrowth CPAs. Notice of termination will be effective upon receipt. Upon
receipt of notice of termination, GreenGrowth CPAs will cease all work on requested services, refund any unused portion of the Initial
Deposit or subsequent retainer amount, provide the description of services performed in accordance with the provisions of the paragraph
above, and return any Confidential Information to Client. Termination for any reason will not affect Client’s obligation to pay
us any outstanding fees and expenses incurred prior to termination, or our obligation to transfer files to and otherwise cooperate with
successor service providers. The confidentiality provisions of this Engagement Letter will survive termination.
GreenGrowth CPAs may terminate
this Engagement Letter with ten 10 days written notice if Client fails to fulfill any of its material obligations, including, without
limitation, its obligation to pay the fees specified in this Engagement Letter, or provide the required information. In addition, GreenGrowth
CPAs may terminate this Engagement Letter at any time if Client fails to meet GreenGrowth CPAs’s client acceptance and retention
policy.
INDEPENDENCE MATTERS
PCAOB Rule 3526, Communication
with Audit Committees Concerning Independence, requires that we disclose to you in writing, at least annually, all relationships between
our firm and any affiliates and your company and its related entities or persons in financial reporting oversight roles at your company
that may reasonably be thought to bear on independence.
The following is a description of
such relationships of which we are aware that are relevant to our audit of the Company’s financial statements for the year ending
December 31, 2023:
- We are aware of no such relationships.
We confirm that we are independent
of the Company in compliance with PCAOB Rule 3520 and within the meaning of the federal securities laws administered by the Securities
and Exchange Commission. As further required by PCAOB Rule 3526, we will be pleased to discuss the potential effects of such relationships
on our independence with respect to the Company with you should you desire.
This letter is intended solely
for use by you and other members of the Board of Directors in your consideration of our independence as auditors, and should not be used
for any other purpose.
| |
|
CannaPharmaRx
Inc.
Audit
Engagement Letter |
GENERAL
Warranty &
Limitations. The Services performed under this Engagement Letter are professional in nature. GreenGrowth CPAs warrants it will
perform the Services in good faith, with due care, and in accordance with professional standards. GreenGrowth CPAs specifically
disclaims all other warranties, either express or implied, and makes no guarantee regarding the results of the Services and/or the
use byyou or any permitted third party. As your exclusive remedy for any failure to meet its warranty obligations, GreenGrowth CPAs
will use diligent efforts to correct such failure, or, at its option, return the professional fees paid to GreenGrowth CPAs with
respect to the associated Services, but not to exceed the amount of actual and direct damages resulting from our failure to meet our
obligations or theamount paid to GreenGrowth CPAs. In no event will GreenGrowth CPAs be liable for any indirect, consequential,
special, exemplary, or punitive damages. Any claim or action by either party, regardless of its nature, arising out of or relating
to any matter under the Engagement Letter must be brought with 24 months after the party first knows or has reason to know that the
claim or cause of action exists, unless otherwise provided by applicable law. Client will indemnify and hold harmless GreenGrowth
CPAs, its subcontractors and their personnel from any and all costs, expenses, settlements or penalties (“Liability”)
related to any proceeding initiated by a third party, including, without limitation, the criminal prosecution or threat of
prosecution by federal state and local government authorities, except tothe extent that such Liability results from GreenGrowth
CPAs’s gross negligence or intentional misconduct.
Complete Agreement. This
Engagement Letter constitutes the entire agreement between Client and GreenGrowth CPAs with respect to this engagement, supersedes all
other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by the
mutual written agreement of the Client and GreenGrowth CPAs.
Assignment. Client may not
assign the Engagement Letter to any other party without GreenGrowth CPAs’s prior written consent, except that you may assign the
Engagement Letter to any party that acquires your organization. This Engagement Letter are binding on GreenGrowth CPAs and your successors
and permitted assigns. Except as expressly provided in the Engagement Letter, there are no third-party beneficiaries.
Governing Law & Venue.
This Engagement Letter and all matters relating to the Services are governed by the laws of the State of California. Any legal action
related to the Services not otherwise resolved by the parties will be brought exclusively in the appropriate court located in San Diego
County, California.
Waiver & Enforceability.
No waiver of any breach of this Engagement Letter will be effective unless in writing and signed by the applicable party. No waiver of
one breach is a waiver of any other or subsequent breach. If any provision of this Engagement Letter is found to be unenforceable, the
enforceability of other provisions will not be affected; and the unenforceable provision will be modifiedto the extent necessary to render
it enforceable, preserving to the fullest extent permissible the intent of the parties. Please indicate your acceptance of this agreement
by responding with your acknowledgement.
We sincerely appreciate the opportunity to serve you.
Please date and sign this letter to acknowledge your agreement with, and acceptance of your responsibilities, and the terms of this engagement.
| /s/ Devin Fouse |
11/3/2023 |
| GreenGrowth CPA’s |
Date |
| |
|
| |
|
| /s/ Dean Medwid |
11/3/2023 |
|
Dean Medwid |
Date |
| Director & Chief Executive Officer |
|
| |
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duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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