Attached files
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 the earliest event reported): March 25, 2021
Commission file number: 333-249533
FORTITUDE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 85-2602691
(State of Other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or Organization)
2886 Carriage Manor Point, Colorado
Springs, CO 80906
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (719) 717-9825
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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 [x]
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 13a of the
Exchange Act. [x]
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Trading Name of each exchange on which
class Symbol(s) registered
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None N/A N/A
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ITEM 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On March 25, 2021, the Board of Directors of Fortitude Gold Corporation approved
the dismissal of Plante & Moran, PLLC as the Company's independent registered
public accounting firm.
The reports of Plante & Moran on the Company's consolidated financial statements
for the fiscal years ended December 31, 2020 and December 31, 2019 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.
During the fiscal years ended December 31, 2020 and December 31, 2019 and
through March 25, 2021, 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 year ended December 31, 2020 and through March 25,
2021, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K).
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. Plante & Moran's letter to the SEC is
filed as an Exhibit to this report.
(b) Newly Engaged Independent Registered Public Accounting Firm
On March 25, 2021, the Board of Directors approved the appointment of Haynie and
Company ("Haynie") as the Company's new independent registered public accounting
firm, effective immediately, to perform independent audit services for the
fiscal year ending December 31, 2021. During the fiscal years ended December 31,
2020 and December 31, 2019 and through March 25, 2021, neither the Company, nor
anyone on its behalf, consulted Haynie 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 Haynie 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
Exhibit Description
Number
16 Letter from Plante & Moran, PLLC
SIGNATURE
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.
Date: March 30, 2021 FORTITUDE GOLD CORPORATION
By: /s/ Jason D. Reid
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Jason D. Reid,
Chief Executive Officer
