UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of
1934
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Emerging growth company
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Item 4.01. | Changes in Registrant’s Certifying Accountant |
Previous Independent Registered Public Accounting Firm
On August 29, 2023, as directed and approved by the Audit Committee of the Board of Directors (the “Board”) of United-Guardian, Inc. (the “Company”), the Company formally dismissed Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm.
The audit reports of Baker Tilly on the Company’s financial statements for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2022 and 2021 and the subsequent interim periods through the date of Baker Tilly’s dismissal, there were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, with Baker Tilly 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 Baker Tilly, would have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such years, and (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company provided a copy of this disclosure to Baker Tilly, and requested that Baker Tilly furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Baker Tilly’s letter is attached as Exhibit 16.1 to this report.
New Independent Registered Public Accounting Firm
On August 29, 2023, as directed and approved by the Audit Committee of the Board, the Company formally retained Grassi Advisors and Accountants (“Grassi”) as the Company’s independent registered public accounting firm, effective immediately.
During the two most recent fiscal years ended December 31, 2022 and 2021 and the subsequent interim periods through the date of Grassi’s appointment, the Company has not consulted with Grassi regarding either 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 financial statements of the Company, and neither a written report nor oral advice was provided to the Company that Grassi concluded 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 either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | |
16.1 | Letter from Baker Tilly, dated August 31, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
UNITED-GUARDIAN, INC. | ||
By: /s/ Donna Vigilante | ||
Name: Donna Vigilante | ||
Title: President | ||
Date: August 31, 2023 |