Item 4.01.
Changes in Registrant’s Certifying Accountant.
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(a)
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Dismissal of
Independent Registered Public Accounting Firm
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On
April 3, 2019, On Track Innovations Ltd. (the “
Company
”), decided not to re-appoint Somekh Chaikin, a member
of KPMG International (“
Somekh Chaikin
”) as the Company’s independent registered public accounting firm.
The dismissal of Somekh Chaikin was approved by the Audit Committee of the board of directors of the Company (the “
Audit
Committee
”), without conducting a hearing to Somekh Chaikin, who waived this right granted to them under the Israeli
Companies Law of 1999 (the “
Companies Law
”).
Under
the Companies Law, the Company’s shareholders annually approve the Audit Committee’s and the board of directors’
recommendation of the independent registered accounting firm appointment.
The
Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, including the financial statements
audited by Somekh Chaikin, was filed with the
Securities and Exchange Commission
on
March 25, 2019 and, thus, Somekh Chaikin has concluded its required services to the Company for fiscal 2018.
Somekh
Chaikin’s report on the Company’s financial statements for the fiscal year ended December 31, 2018 contained no adverse
opinion or a disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principle.
During
the two most recent fiscal years ended December 31, 2018 and the subsequent interim period through April 3, 2019, there were
no (i) disagreements with Somekh Chaikin 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 Somekh Chaikin, would have caused Somekh
Chaikin to make reference thereto in their report on the financial statements for such years, or (ii) reportable events (as
defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
The
Company has provided Somekh Chaikin with a copy of the disclosures made herein and has requested that Somekh Chaikin furnish a
letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of
Somekh Chaikin’s letter is included as Exhibit 16.1 to this Form 8-K.
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(b)
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Appointment of
New Independent Registered Public Accounting Firm
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On
April 3, 2019 and April 4, 2019, the Audit Committee and the board of directors, respectively, recommended to appoint Kesselman
& Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited (“
PwC
”),
subject to the approval of the Company’s shareholders, as the Company’s independent registered public accounting firm
for the year ending December 31, 2019.
Under
the Companies Law, the Audit Committee’s and the board of directors’ recommendation regarding the appointment of the
Company’s independent registered accounting firm is subject to shareholder approval and therefore will be presented to the
shareholders for a vote at the Company’s next annual general meeting, which is scheduled to be held on May 14, 2019.
During
the fiscal years ended December 31, 2018 and December 31, 2017 and the subsequent interim period through April 3, 2019,
the Company has not consulted with PwC 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 on the Company’s financial statements,
and neither a written report was provided to the Company nor was oral advice provided that PwC concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable
event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).