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) November 9, 2022
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
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| Washington | | 001-37745 | | 91-1628146 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1501 First Avenue South, Suite 600
Seattle, Washington 98134
(Address of principal executive offices) (Zip code)
(206) 674-2700
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:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | | RNWK | | The NASDAQ Stock Market |
| Preferred Share Purchase Rights | | RNWK | | The NASDAQ Stock Market |
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).
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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.
Resignation of Current Independent Registered Public Accounting Firm
On November 9, 2022, BDO USA, LLP (“BDO”) notified RealNetworks, Inc. (the “Company”) that it resigned as the Company’s independent registered public accounting firm.
BDO's report on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim periods through the date of BDO's resignation, there were (i) no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to BDO's satisfaction, would have caused BDO to make reference thereto in their reports on the financial statements for such fiscal years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided BDO with a copy of the disclosures it is making in this Form 8-K and requested that BDO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of such letter, dated November 15, 2022, is filed as Exhibit 16.1 hereto.
Engagement of New Independent Registered Public Accounting Firm
As of the date of this Form 8-K, our Audit Committee has not retained a new independent registered public accounting firm.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished herewith.
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| Exhibit No. | Description |
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| 16.1 | |
| 104 | Cover page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
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.
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| REALNETWORKS, INC. |
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| By: | | /s/ Michael Parham |
| | Michael Parham |
| | Senior Vice President, General Counsel and Corporate Secretary |
Dated: November 15, 2022
