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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: June 26, 2023
(Date of earliest event reported)
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| Central Valley Community Bancorp |
| (Exact name of registrant as specified in its charter) |
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CA (State or other jurisdiction of incorporation) | 000-31977 (Commission File Number) | 77-0539125 (IRS Employer Identification Number) |
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7100 N. Financial Dr., Ste. 101, Fresno, CA (Address of principal executive offices) | | 93720 (Zip Code) |
559-298-1775 (Registrant’s telephone number, including area code) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Common Stock, no par value | | CVCY | | NASDAQ |
| (Title of Each Class) | | (Trading Symbol) | | (Name of Each Exchange on which Registered) |
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On June 21, 2023, upon the completion of its selection process, the Audit Committee of the Board of Directors (the “Audit Committee”), of Central Valley Community Bancorp (the “Company”) dismissed Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm.
Crowe’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 to June 21, 2023, (1) there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) between the Company and Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference thereto in Crowe’s reports on the Company’s consolidated financial statements for such years, and (2) there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Crowe with a copy of this Current Report on Form 8-K and requested that Crowe furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the foregoing disclosures. Crowe responded with a letter dated June 23, 2023, a copy of which is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of Independent Registered Public Accounting Firm
On June 21, 2023, upon the completion of its comprehensive selection process, the Audit Committee appointed Moss Adams LLP (“Moss Adams”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
During the fiscal years ended December 31, 2022 and 2021 and through June 21, 2023, neither the Company nor anyone acting on its behalf consulted with Moss Adams regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File
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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| Dated: | June 26, 2023 | CENTRAL VALLEY COMMUNITY BANCORP
By: /s/ James J. Kim James J. Kim President and Chief Executive Officer |
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| Exhibit Index |
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| Exhibit No. | Description |
| 16.1 | Letter to the Securities and Exchange Commission from Crowe LLP, dated June 23, 2023 |
| 104 | Cover Page Interactive Data File |
