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
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.
On May 10, 2024, Citizens & Northern Corporation (the "Company"), after review and recommendation of the Company's Audit Committee, appointed Crowe LLP ("Crowe") as the Company's new independent registered public accounting firm for and with respect to the year ending December 31, 2024, and dismissed Baker Tilly US, LLP (“Baker Tilly”). The Company’s formal engagement of Crowe remains subject to the completion of Crowe’s standard client acceptance procedures and execution of an engagement letter.
The reports of Baker Tilly on the Company's financial statements as of and for the years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and the subsequent interim period preceding Baker Tilly’s dismissal, there were: (i) no disagreements with Baker Tilly on any manner 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 it to make reference to the subject matter of the disagreements in its report 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 provided Baker Tilly with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission ("SEC") and requested Baker Tilly to furnish to the Company a letter addressed to the SEC stating whether it agrees with the statements made above. A copy of Baker Tilly’s letter dated May 14, 2024, is attached as Exhibit 16.1 to this Form 8-K.
During the Company’s two most recently completed fiscal years and through the date of the Company's appointment of Crowe, the Company did not consult with Crowe regarding: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and no written or oral advice was provided by Crowe that was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description |
16.1 | |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 hereunto duly authorized.
| CITIZENS & NORTHERN CORPORATION | |
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Dated: May 14, 2024 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
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| Treasurer and Chief Financial Officer |
Exhibit 16.1
May 14, 2024
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Dear Ladies and Gentlemen:
We are the former independent registered public accounting firm for Citizens & Northern Corporation (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated May 14, 2024 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.
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Sincerely, |
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/s/ Baker Tilly US, LLP |
Document and Entity Information |
May 10, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 10, 2024 |
| Entity File Number | 0-16084 |
| Entity Registrant Name | Citizens & Northern Corporation |
| Entity Incorporation, State or Country Code | PA |
| Entity Tax Identification Number | 23-2451943 |
| Entity Address, Address Line One | 90-92 Main Street |
| Entity Address, City or Town | Wellsboro |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 16901 |
| City Area Code | 570 |
| Local Phone Number | 724-3411 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.0 per share |
| Trading Symbol | CZNC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000810958 |
| Amendment Flag | false |
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