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: July 1, 2019
(Date of earliest event reported)
Royale Energy, Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | | 000-55912 | | 81-4596368 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1870 Cordell Court, Suite 210
El Cajon, California 92020
(Address of principal executive offices) (Zip Code)
(619) 383-6600
(Registrant’s telephone number, including area code)
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 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 Section13(a) of the Exchange Act. □
Item 4.01. Changes in Registrant’s Certifying Accountant.
On July 1, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of Royale Energy, Inc. (the “Company”) recommended and the Board of Directors of the Company approved the engagement of Moss Adams LLP (“Moss Adams”) as the Company’s new independent registered public accounting firm for the year ending December 31, 2019. The change will be effective upon Moss Adams’s completion of its standard client acceptance process and execution of an engagement letter. In connection with the selection of Moss Adams, the Audit Committee dismissed SingerLewak L.L.P. (“SingerLewak”) as the Company’s independent registered public accounting firm on July 1, 2019.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through June 30, 2019, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with SingerLewak 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 SingerLewak, would have caused Singer Lewak to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that SingerLewak advised of its substantial doubt of our ability to continue as a going concern.
The audit reports of SingerLewak on the Company’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of SingerLewak as of December 31, 2018 and 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company has provided SingerLewak with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”), and has requested SingerLewak to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made herein, and if not, stating the reasons for their disagreement. A copy of SingerLewak’s letter dated July 2, 2019 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through June 30, 2019, neither the Company nor anyone on its behalf has consulted Moss Adams with respect to either (i) 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 consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or 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; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter from SingerLewak LLP to the Securities and Exchange Commission dated July 2, 2019.
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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.
| | ROYALE ENERGY, INC. | |
| | | | |
| Date: July 3, 2019 | By: | /s/ Stephen M. Hosmer | |
| | Name: | Stephen M. Hosmer, Chief Financial Officer | |
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