Attached files
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| EX-16.1 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - Charlie's Holdings, Inc. | ex16-1.htm |
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): November 1, 2020
Commission
File Number: 001-32420
Charlie's Holdings, Inc.
(Exact
name of registrant as specified in its charter.)
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Nevada
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84-1575085
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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1007 Brioso Drive, Costa Mesa, California 92627
(Address
of principal executive offices)
949-203-3500
(Registrant's
Telephone number)
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
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: NONE
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Item 4.01 Change in Registrant's Certifying
Accountant.
On
November 1, 2020, Charlie's Holding's Inc., a Nevada
corporation (the “Company”) was notified that the
audit practice of Squar Milner, LLP (“Squar Milner”) an independent
registered public accounting firm, was combined with Baker Tilly
US, LLP (“Baker
Tilly”) in a transaction pursuant to which Squar
Milner combined its operations with Baker Tilly and certain of the
professional staff and partners of Squar Milner joined Baker Tilly
either as employees or partners of Baker Tilly. On November 1,
2020, Squar Milner resigned as the auditors of the Company and with
the approval of the Audit Committee of the Company’s Board of
Directors, Baker Tilly was engaged as its independent registered
public accounting firm.
Prior
to engaging Baker Tilly, the Company did not consult with Baker
Tilly regarding the application of accounting principles to a
specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Baker Tilly on the
Company’s financial statements, and Baker Tilly did not
provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.
The
report of independent registered public accounting firm of Squar
Milner regarding the Company’s financial statements for the
fiscal years ended December 31, 2019 and 2018 did not contain
any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that the audit reports for the years ended
December 31, 2019 and December 31, 2018 contained an explanatory
paragraph disclosing the uncertainty regarding the Company's
ability to continue as a going concern.
During
the years ended December 31, 2019 and 2018, and during the
interim period from the end of the most recently completed fiscal
year through November 1, 2020, the date of resignation, there were
no disagreements with Squar Milner 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 Squar Milner would have caused it to make reference
to such disagreement in its reports.
The
Company provided Squar Milner with a copy of this Current Report on
Form 8-K prior to its filing with the Securities and Exchange
Commission and requested that Squar Milner furnish the Company with
a letter addressed to the Securities and Exchange Commission
stating whether it agrees with above statements and, if it does not
agree, the respects in which it does not agree. A copy of the
letter, dated November 1, 2020, is filed as Exhibit
16.1 (which is incorporated by reference herein) to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
See
Exhibit Index.
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.
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Charlie's Holdings, Inc.
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Date:
November 2, 2020
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By:
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/s/ David
Allen
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David
Allen
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Chief
Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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Letter
from Squar Milner, LLP dated November 1, 2020
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