UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Emerging growth company
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) | Dismissal of Previous Independent Registered Public Accounting Firm. |
i. | On October 1, 2021, the Company dismissed CohnReznick LLP (“CR”) its independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company approved such dismissal on September 20, 2021, subject to acceptance by the Company’s new independent registered public accounting firm of the Company as a client. |
ii. | The Company’s Audit Committee of the Board of Directors participated in and approved the decision to change our independent registered public accounting firm. |
iii. | CR’s reports on the financial statements of the Company as of and for the years ended December 31, 2019 and 2020 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. |
iv. | In connection with the audits of the financial statements of the Company for the years ended December 31, 2019 and 2020 and the subsequent interim period through October 1, 2021, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with CR’s opinion to the subject matter of the disagreement. |
v. | In connection with the audited financial statements of the Company for the year ended December 31, 2019 and 2020 and the subsequent interim period through October 1, 2021, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K. |
vi. | The Company provided CR with a copy of this Current Report on Form 8-K and requested that CR furnish it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from CR, and a copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K. |
(b) | Engagement of New Independent Registered Public Accounting Firm. |
i. | On September 30, 2021, the Audit Committee of the Board of Directors appointed Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm. The decision to engage Marcum was approved by the Company’s Audit Committee of the Board of Directors on September 20, 2021, subject to acceptance by the Company’s new independent registered public accounting firm of the Company as a client. |
ii. | Prior to September 30, 2021, the Company did not consult with Marcum regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) of Regulation S-k or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. |
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 thereunto duly authorized.
XCEL BRANDS, INC. | |||
(Registrant) | |||
By: | /s/ James F. Haran | ||
Name: | James F. Haran | ||
Title: | Chief Financial Officer | ||
Date: October 6, 2021 | |||
Exhibit 16.1
October 5, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Xcel Brands, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Xcel Brands, Inc. dated October 5, 2021. We agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ CohnReznick, LLP
New York, New York