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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): August
10, 2023
Pineapple Energy Inc.
| |
(Exact
name of Registrant as Specified in its Charter) |
|
Minnesota
| |
(State Or Other Jurisdiction
Of Incorporation) |
|
| 001-31588 |
|
41-0957999 |
| (Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
10900
Red Circle Drive
Minnetonka,
MN
|
|
55343 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(952) 996-1674
| |
Registrant’s Telephone
Number, Including Area Code |
|
Securities
registered pursuant to Section 12(b) of the Act
| Title
of Each Class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common
Stock, par value, $.05 per share |
PEGY |
The
Nasdaq Stock Market, LLC |
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 (see General Instruction A.2. below):
| |
☐ |
Written communications pursuant to Rule 425
under the Securities Act |
| |
☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
Change in Registrant's Certifying Accountant |
|
Previous
Independent Registered Public Accounting Firm
As previously reported on a Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 3, 2023 by Pineapple Energy Inc. (the "Company"), the Company's former independent accountant, Baker Tilly US, LLP ("Baker Tilly"), resigned as the Company's independent registered public accounting firm, effective April 28, 2023. Baker Tilly was then engaged by the Company to complete the review of the Company's unaudited condensed consolidated financial statements for the fiscal quarter ended March 31, 2023. As reported on a Form 8-K/A filed with the SEC on May 17, 2023, Baker Tilly completed its review of the Company's unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
The Company subsequently engaged Baker Tilly to review the Company's unaudited condensed consolidated financial statements for the fiscal quarter ended June 30, 2023, under an engagement letter executed by the Company on August 10, 2023. Baker Tilly has completed its review of the Company's unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which was filed with the SEC on August 14, 2023 (the "Form 10-Q").
In connection with Baker Tilly's review of the financial statements in the Form 10-Q, there were: (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K ("Regulation S-K") under the Securities and Exchange Act of 1934, as amended) between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Baker Tilly's satisfaction, would have caused Baker Tilly to make reference to the subject matter of the disagreement in connection with its reports; and (ii) no "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).
Pursuant to Item 304(a)(3) of Regulation S-K, the Company provided Baker Tilly with a copy of the disclosures it is making in this report and requested that Baker Tilly furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Baker Tilly's letter dated August 14, 2023 is attached as Exhibit 16.1 to this report.
New
Independent Registered Public Accounting Firm
On August 10, 2023 (the "Engagement Date"), the Company engaged UHY LLP ("UHY") as its independent registered public accounting firm for the Company's fiscal year ending December 31, 2023 and for the fiscal quarter ended September 30, 2023. The decision to engage UHY as the Company's independent registered public accounting firm was approved by the Audit Committee of the Board of Directors (the "Audit Committee").
During the years ended December 31, 2022 and 2021, and through the Engagement Date, neither the Company, nor anyone on its behalf, consulted UHY regarding (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 financial statements, and no written report was provided to the Company or oral advice was provided that UHY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).
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.
| |
PINEAPPLE ENERGY INC. |
| |
|
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By: |
/s/ Kyle J. Udseth |
| |
|
Kyle J. Udseth, Chief Executive Officer |
| |
|
|
| Date: August 15, 2023 |
|
|
