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 23, 2022
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-35327 | | 45-2069276 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
520 Broad Street Newark, New Jersey | | 07102 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (973) 438-3500
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 (see General Instruction A.2. below):
| ☐ | 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)-2 of the Exchange Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class B common stock, par value $.01 per share | | GNE | | New York Stock Exchange |
| Series 2012-A Preferred stock, par value $.01 per share | | GNE.PRA | | New York Stock Exchange |
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.
(b) On September 23, 2022, the Audit Committee of the Board of Directors of Genie Energy Ltd. (the “Company”) approved the appointment of Zwick CPA, LLC (“Zwick”) to serve as the Company’s independent registered public accounting firm. The decision to engage Zwick was made after a competitive bidding process and evaluation. Zwick had served as the Company’s independent registered public accounting firm for Genie Retail Energy International, LLC, a subsidiary of the Company (“GREI International”), for the years ending December 31, 2021, and 2020. Other than during the period that Zwick served as the GREI International’s independent registered public accounting firm and filed its report on that audit with (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2022, and (ii) the Registration Statement on Form S-1 of Oriel Energy, Inc., an indirect subsidiary of the Company, filed with the SEC on September 20, 2021, during the Company’s two most recent fiscal years and the subsequent interim period through September 23, 2022, the Company did not consult Zwick with respect to any of the matters or events listed in Regulation S-K Item 304(a)(2).
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.
| | GENIE ENERGY LTD. |
| | | | |
| | By: | /s/ Michael Stein |
| | | Name: | Michael Stein |
| | | Title: | Chief Executive Officer |
Dated: September 29, 2022
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