Current Report Filing (8-k)
02 Fevereiro 2023 - 5:45PM
Edgar (US Regulatory)
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2023-01-27
2023-01-27
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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): January 27, 2023
RENOVARE ENVIRONMENTAL,
INC.
(Exact Name of Registrant as
Specified in its Charter)
Delaware |
001-36843 |
46-2336496 |
(State of Organization) |
(Commission File Number) |
(I.R.S. Employer |
|
|
Identification No.) |
80 Red Schoolhouse Road,
Suite 101, Chestnut Ridge, NY 10977
(Address of principal executive
offices)
Registrant’s telephone
number, including area code: 845-262-1081
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:
Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
Common Stock, $0.0001 par value per share |
RENO |
OTC Markets |
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 ¨
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 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
(a)
Resignation of Independent Registered Public Accounting Firm
On January 27, 2023, Renovare Environmental, Inc.,
a Delaware corporation (“Registrant”) received notice that Marcum LLP (“Marcum”), the Registrant’s Independent
Certifying Accountant resigned.
Marcum’s reports on the Registrant’s
consolidated financial statements as of and for the years ended December 31, 2021 and 2020, respectively, did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles other than
going concern.
During the years ended December 31, 2021 and 2020,
and through January 27, 2023, there were no disagreements with Marcum 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 Marcum, would have caused it to
make reference thereto in connection with the reports on the financial statements for such years. During the years ended December 31,
2020 and 2021, and through January 27, 2023,there were no matters that were either the subject of a disagreement as defined 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.
In connection with the preparation of the Registrant’s
Annual Reports for the years ended December 31, 2021 and 2020 and through the Quarterly Report on Form 10-Q for the quarter ended March
31, 2022, Marcum advised and the Registrant disclosed that a material weakness existed and that the Registrant’s internal control
over financial reporting was not effective for the purpose for which it was intended and determined there to be a material weakness.
The Registrant provided Marcum with a copy of
the foregoing disclosures and requested Marcum to furnish the Registrant with a letter addressed to the Securities and Exchange Commission
stating whether Marcum agrees with the disclosures. A copy of Marcum’s letter is filed as Exhibit 16.2 to this Current Report on
Form 8-K.
(b)
New Independent Registered Public Accounting Firm
On January 31, 2023, the Sole Director of the
Registrant, engaged Prager Metis CPAs, LLC (“Prager”) as the Registrant’s new independent registered public accounting
firm. During the Registrant’s fiscal years ended December 31, 2021 and 2020, and through January 27, 2023, neither the Registrant,
nor anyone acting on its behalf, consulted with Prager regarding the application of accounting principle to a specific completed or proposed
transaction or the type of audit opinion that might be rendered on the Registrant’s financial statements, and no written report
or oral advise was provided that Prager concluded was an important factor considered by the Registrant in reaching a decision as to any
such accounting, auditing or other financial reporting issue.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February 2, 2023 |
RENOVARE ENVIRNMENTAL, INC. |
|
|
|
|
|
By: |
/s/ Brian C. Essman |
|
|
Name: |
Brian C. Essman |
|
|
Title: |
Chief Financial Officer |
Renovare Environmental (CE) (USOTC:RENO)
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