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): April 14, 2022
Ramaco Resources, Inc.
(Exact name of Registrant as specified in its Charter)
| Delaware | 001-38003 | 38-4018838 |
(State or other jurisdiction of
incorporation) | (Commission File No.) | (IRS Employer
Identification No.) |
250 West Main Street, Suite 1800
Lexington, Kentucky 40507
(Address of principal executive offices)
Registrant’s Telephone Number, including area code: (859) 244-7455
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, $0.01 par value | | METC | | NASDAQ Global Select Market |
| 9.00% Senior Notes due 2026 | | METCL | | NASDAQ Global Select Market |
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.):
| ¨ | 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 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 | x | |
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 Accounting Firm
On April 14, 2022, Ramaco Resources, Inc. (the “Company”) notified Crowe LLP (“Crowe”) of its dismissal, effective April 14, 2022, as the Company’s independent registered public accounting firm. Crowe served as the auditors of the Company’s financial statements for the period from January 21, 2022 through April 14, 2022.
The report of Crowe on the financial statements of the Company for the fiscal year ended December 31, 2021 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. The decision to change the independent registered public accounting firm was approved by the Company’s Audit Committee.
During the period from January 21, 2022 through April 14, 2022, the period during which Crowe was engaged as the Company’s independent registered public accounting firm, there were no disagreements 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 to the subject matter of the disagreements in connection with its audit report on the Company’s financial statements. During the fiscal year ended December 31, 2021 and the subsequent interim period through April 14, 2022, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, there was a material weakness for the fiscal year ended December 31, 2021 in the Company’s internal control over financial reporting related to information technology general controls (“ITGCs”) in the areas of user access and certain automated and manual business process controls that are dependent on the affected ITGCs. This material weakness did not result in any material misstatement of the Company’s consolidated financial statements for the periods presented. This reportable event was discussed among the Audit Committee and Crowe. Crowe has been authorized by the Company to respond fully to the inquiries of the successor independent registered public accounting firm concerning this reportable event.
The Company provided Crowe with a copy of this current report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Crowe furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Crowe addressed to the Securities and Exchange Commission dated as of April 20, 2022 is filed as Exhibit 16.1 to this current report on Form 8-K.
(b) New Independent Registered Public Accounting Firm
On April 19, 2022, the Company engaged MCM CPAs & Advisors LLP (“MCM”) as the Company’s independent registered public accounting firm in order to audit, and express an opinion on the financial statements of the Company for the year ending December 31, 2022. The Audit Committee approved the engagement with MCM.
During the period from January 1, 2020 through April 19, 2022, the Company did not consult with MCM regarding (a) 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 financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto duly authorized.
| | RAMACO RESOURCES, INC. |
| | |
| | |
| | |
| | By: | /s/ Randall W. Atkins |
| | Name: | Randall W. Atkins |
| | Title: | Chairman and Chief Executive Officer |
Date: April 20, 2022
