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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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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. |
| (a) | Information required by Item 304(a)(1) of Regulation S-K. |
| (i) | On June 6, 2024 the Audit Committee of Psychemedics Corporation (the “Company”) dismissed BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm. |
| (ii) | The audit reports of BDO on the financial statements of the Company for the fiscal years ended December 31, 2023 and December 31, 2022, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. |
| (iii) | During the Company’s two most recent fiscal years and the subsequent interim period from January 1, 2024 through June 6, 2024, (i) there were no disagreements between the Company and BDO on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements, and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. |
| (b) | Information required by Item 304(a)(2) of Regulation S-K. |
| (i) | On June 12, 2024 the Audit Committee of the Company engaged Whitley Penn LLP as the Company’s independent registered public accounting firm. |
| (iv) | During Psychemedics Corporation’s fiscal years ended December 31, 2022 and 2023 and the subsequent interim period through June 12, 2024, the Company did not consult with Whitley Penn LLP with respect to any of the matters described in Regulation S-K Item 304(a)(2)(i) or (ii). |
| (c) | Information required by Item 304(a)(3) of Regulation S-K. |
The Company has provided BDO with a copy of the foregoing statements and has requested and received from BDO a copy of the letter addressed to the Securities and Exchange Commission stating that BDO agrees with the above statements. A copy of the letter from BDO is attached as Exhibit 16 to this Form 8-K.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits
| EXHIBIT NO. | DESCRIPTION |
| 16 | Letter from BDO USA, P.C. to the Securities and Exchange Commission dated June 11, 2024. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PSYCHEMEDICS CORPORATION | |||
| Dated: June 12, 2024 | |||
| By: | /s/ Daniella Mehalik | ||
| Daniella Mehalik, | |||
| Vice President of Finance | |||
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
| 16 | Letter from BDO USA, P.C. to the Securities and Exchange Commission dated June 11, 2024. |