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): September 27, 2022
Intellicheck, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15465 | 11-3234779 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
200 Broadhollow Road, Suite 207, Melville, NY 11747
(Address of principal executive offices) (Zip code)
(516) 992-1900
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $.001 par value | IDN | The NASDAQ Stock Market LLC |
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) Dismissal of Independent Registered Public Accountant
Effective September 27, 2022, upon the recommendation of its Audit Committee, the Board of Directors (the “Board”) of Intellicheck, Inc. (the “Company”) has dismissed EisnerAmper LLP (“EisnerAmper”) as the independent registered public accounting firm for the Company.
EisnerAmper audited the financial statements of the Company for each of the two years ended December 31, 2021. The report of EisnerAmper on such financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2021 and 2020 and subsequent interim periods through the date of dismissal, there have been no: (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EisnerAmper on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EisnerAmper, would have caused them to make reference thereto in their report on the financial statements or (ii) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except that EisnerAmper concurred with the Company’s assessment of a material weakness related to the Company’s internal controls over financial reporting related to its accounting for equity compensation.
The Company has provided EisnerAmper a copy of the disclosure made in response to this Item 4.01 and has requested that EisnerAmper provide a letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein. Pursuant to our request, EisnerAmper has provided the letter attached hereto as Exhibit 16.1.
(b) Newly Appointed Independent Registered Public Accountant
On September 27, 2022, the Board approved the engagement of FORVIS, LLP (“FORVIS”) as the Company’s independent registered public accounting firm, commencing with the review of the Company’s financial statements to be included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2022.
During the fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through and including June 30, 2022, neither the Company nor anyone acting on its behalf consulted FORVIS 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 neither a written report nor oral advice was provided to the Company by FORVIS that FORVIS concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter furnished by EisnerAmper LLP, dated October 3, 2022 | |
| 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.
| Dated: October 3, 2022 | INTELLICHECK, INC. | |
| By: | /s/ Jeffrey Ishmael | |
| Jeffrey Ishmael | ||
| Chief Financial Officer | ||