4520.1 [Reserved]
4520.2 Predecessor Auditor Refuses to Furnish Exhibit 16 Letter
If the predecessor auditor refuses to furnish an Exhibit 16 letter stating whether it agrees with the registrant's statements, the registrant should indicate that fact in the Item 4.01 Form 8-K or by amendment to the original Form 8-K. See the Division of Corporation Finance's C&DIs for Exchange Act Form 8-K, Question 214.01.
4520.3 Reverse Acquisition
a. Unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse acquisition always results in a change in accountants. An Item 4.01 Form 8-K should be filed within four business days of the change in accountants, which often occurs on the date the reverse merger is consummated. The accountant that will no longer be associated with the registrant's financial statements is the predecessor accountant. If a decision has not been made as to which accountant will continue as the successor auditor as of the date of filing the Item 2.01 Form 8-K, an Item 4.01 Form 8-K must be filed within four business days of the date the decision is made.
b. The disclosures required by S-K 304 with respect to any changes in the accounting acquirer's auditor which occurred within 24 months prior to, or in any period subsequent to, the date of the acquirer's financial statements must be provided in the filing. See Section 12230.
4520.4 Form 11-K Plans
Staff practice is not to object if a change in accountants for an employee stock purchase plan or similar plan filing a Form 11-K does not result in the filing of an Item 4.01 Form 8-K.
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