| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 20549 |
| ______________________ |
| FORM 8-K |
| CURRENT REPORT Pursuant |
| to Section 13 or 15(d) of the |
| Securities Exchange Act of 1934 |
| August 17, 2020 |
| Date of Report (Date of earliest event reported) |
| APYX MEDICAL CORPORATION |
| (Exact name of registrant as specified in its Charter) |
| Delaware | 012183 | 11-2644611 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5115 Ulmerton Road Clearwater, Florida 33760 |
| (Address of principal executive offices) (Zip Code) |
| (727) 384-2323 |
| Registrant's telephone number, including area code |
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | APYX | Nasdaq Stock Market, LLC |
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 o
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 Registrants Certifying Accountant
The Audit Committee (the “Audit Committee”) of the Board of Directors of Apyx Medical Corp. (the “Company”) determined, consistent with good governance practices, to review the selection of the Company’s independent auditor for the fiscal year ending December 31, 2020. On August 17, 2020, the Audit Committee recommended and authorized the dismissal of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm, and authorized the engagement of RSM US LLP (“RSM”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The change in the Company’s independent registered public accounting firm is effective August 17, 2020, and RSM will perform the review of the Company’s interim quarterly period ending September 30, 2020.
BDO’s audit report on the Company’s financial statements for the fiscal year ended December 31, 2019 was not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 31, 2019 and during the subsequent interim period preceding the date of BDO’s dismissal, there were (i) no disagreements with BDO 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 BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its reports and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Act).
BDO’s audit report on the Company’s internal control over financial reporting as of December 31, 2019 contained an adverse opinion on the Company’s internal control over financial reporting.
As reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission on March 31, 2020 (the “Form 10-K”), management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019 due to the material weaknesses described in the Form 10-K. The Audit Committee has authorized BDO to respond fully to the inquiries of the successor independent registered public accounting firm concerning these material weaknesses.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided BDO with a copy of this disclosure as set forth under this Item 4.01 and requested BDO to furnish it with a letter addressed to the SEC stating whether it agrees with the statements made above by the Company (the “Letter”). A copy of the letter is filed herewith as Exhibit 16.1.
Prior to engaging RSM, the Company did not consult with RSM regarding (i) the application of accounting principles to a specific completed or proposed transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that RSM concluded was an important factor considered by the Company in reaching a decision as to the 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 under the Securities Act and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K under the Securities Act).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
| 16.1 | |
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.
| Date: August 21, 2020 | APYX MEDICAL CORPORATION | |
| By: /s/ Tara Semb | ||
| Tara Semb | ||
| Chief Financial Officer, Secretary and Treasurer | ||