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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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FORM 8-K |
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CURRENT REPORT Pursuant |
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to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported): September 20, 2019 |
| CVD EQUIPMENT CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
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New York |
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1-16525 |
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11-2621692 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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355 South Technology Drive Central Islip, New York |
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11722 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (631) 981-7081
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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). |
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Emerging growth company ☐ |
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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. ☐ |
Securities Registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
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Common Stock |
CVV |
Nasdaq Capital Market |
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Item 4.01 |
Changes in Registrants Certifying Accountant |
The Audit Committee of the Board of Directors of CVD Equipment Corporation (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, 2019. The Company conducted a competitive request for proposal process with several independent registered public accounting firms. Following the conclusion of this process, the Audit Committee recommended and authorized the dismissal of MSPC, Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) as the Company’s independent registered public accounting firm, effective September 20, 2019, and authorized the engagement of MARCUM, LLP, Certified Public Accountants (“Marcum”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, and Marcum will perform the review of the Company’s interim quarterly period ending September 30, 2019.
MSPC’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2018 and 2017 and during the subsequent interim period preceding the date of MSPC’s dismissal, there were (i) no disagreements with MSPC 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 MSPC, would have caused MSPC 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). MSPC’s audit report on the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain any adverse opinion on the Company’s internal control over financial reporting.
The Company provided MSPC with a copy of this disclosure as set forth under this Item 4.01 and requested MSPC 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 Marcum, the Company did not consult with Marcum 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 Marcum 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).
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
Description |
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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 thereunto duly authorized.
Date: September 23, 2019
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CVD EQUIPMENT CORPORATION |
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By: |
/s/ Thomas McNeill |
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Name: |
Thomas McNeill |
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Title: |
Chief Financial Officer |
Exhibit 16.1
September 23, 2019
U.S. Securities Exchange Commission
Office of the Chief Accountant
100 F Street NE
Washington, DC 20549
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Re: |
CVD Equipment Corporation |
File No. 001-16525
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of CVD Equipment Corporation dated September 23, 2019, and agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ MSPC
MSPC
Certified Public Accountants and Advisors,
A Professional Corporation