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): March 9, 2024
PIEDMONT LITHIUM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38427
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36-4996461
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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42 E Catawba Street
Belmont, North Carolina
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28012
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (704)
461-8000
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, $0.0001 par value per share
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PLL
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The Nasdaq Capital Market
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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.
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The Audit Committee (the “Committee”) of the Board of Directors of Piedmont Lithium Inc. (the “Company”) conducted a competitive process to determine the Company’s
independent registered public accounting firm for the year ending December 31, 2024 (“Fiscal 2024”). As a result of this process, on March 9, 2024, the Committee approved the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s
independent registered public accounting firm for Fiscal 2024 and the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective as of that same date.
The reports of Deloitte on the Company’s financial statements as of and for each of the two years ended December 31, 2022 and 2023 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. During the Company’s two most recent years and the subsequent interim period preceding Deloitte’s dismissal, there were: (i) no
“disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Deloitte 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 Deloitte, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no “reportable events” (as such term is defined in Item
304(a)(1)(v) of Regulation S-K).
The Company has requested that Deloitte provide the Company with a letter addressed to the Securities and Exchange Commission stating whether Deloitte agrees with the above
statements. A copy of Deloitte’s letter, dated March 13, 2024, is filed as Exhibit 16.1 to this Form 8-K.
During the Company’s two most recent years and the subsequent interim period preceding PwC’s engagement, neither the Company nor anyone on its behalf consulted PwC
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 on the Company’s consolidated financial statements, and no written report or
oral advice was provided to the Company that PwC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or
“reportable event” (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).
In approving the selection of PwC as the Company’s independent registered public accounting firm, the Committee considered all relevant factors, including any non-audit
services previously provided by PwC to the Company.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Letter of Deloitte & Touche LLP
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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PIEDMONT LITHIUM INC.
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Date: March 13, 2024
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/s/ Michael White
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Name:
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Michael White
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Title:
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Executive Vice President and Chief Financial Officer
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