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): June 1, 2022
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Louisiana | 001-38447 | 20-5340628 |
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
500 Laurel Street, Suite 101 Baton Rouge, Louisiana | | 70801 |
| (Address of principal executive offices) | | (Zip code) |
| | | |
Registrant’s telephone number, including area code: (225) 248-7600 |
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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | BFST | NASDAQ Global Select 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).
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. ☐
4.01 | Changes in Registrant’s Certifying Accountant. |
Business First Bancshares, Inc. (“Business First”) was notified that Dixon Hughes Goodman LLP (“DHG”), Business First’s independent registered public accounting firm, merged with BKD, LLP, effective June 1, 2022, and that the combined practice now operates under the name FORVIS, LLP (“FORVIS”).
The reports of DHG on Business First’s financial statements for the years ended December 31, 2020 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through March 31, 2022, there have been no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with DHG 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 DHG would have caused DHG to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2020 and 2021 and through March 31, 2022, there have been no “reportable events“ (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided FORVIS with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that FORVIS furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC“), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not FORVIS agrees with the statements related to them made by Business First in this report. A copy of FORVIS’ letter to the SEC dated June 1, 2022 is attached as Exhibit 16.1 to this report.
9.01 | Financial Statements and Exhibits. |
(d)
Exhibit Number | | Description of Exhibit |
| 16.1 | | |
| 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: June 1, 2022
| BUSINESS FIRST BANCSHARES, INC. | |
| | | |
| | | |
| By: | /s/ David R. Melville, III | |
| | David R. Melville, III | |
| | President and Chief Executive Officer | |
