UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report: October 26, 2016
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
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0001672326
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81-2235304
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1177 West Loop
South, Suite 1825
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 968-7000
(Registrant’s telephone number, including area
code)
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Yuma Delaware Merger Subsidiary, Inc.
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(Former name or former address, if changed since last
report)
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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:
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⬜
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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⬜
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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⬜
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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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⬜
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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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Explanatory Note
As
previously disclosed in its Current Report on Form 8-K filed on
November 1, 2016 (the “
Prior
8-K
”) with the Securities and Exchange Commission (the
“
SEC
”), on
October 26, 2016, Yuma Energy, Inc., a Delaware corporation (the
“
Company
”),
completed the agreement and plan of merger and reorganization
dated as of February 10, 2016, and as amended on September 2, 2016
(the “
Merger
Agreement
”), with Yuma Energy, Inc., a California
corporation (“
Yuma
California
”), Yuma Merger Subsidiary, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company
(“
Merger
Subsidiary
”), and Davis Petroleum Acquisition Corp.
(“
Davis
”),
providing for the merger of Yuma California with and into the
Company (the “
Reincorporation
Merger
”) and the merger of Merger Subsidiary with and
into Davis (the “
Merger
”).
The
Company is filing this amendment to the Prior 8-K for the purpose
of amending and restating the disclosure contained in Item 4.01 and
including Exhibit 16.1. Except as set forth herein, this amendment
does not amend, modify or update the disclosure contained in the
Prior 8-K.
Item
4.01.
Changes
in Registrant’s Certifying Accountant.
PricewaterhouseCoopers
LLP (“
PwC
”)
served as the independent accountants for Davis (and its
subsidiaries) as of and for the fiscal years ended December 31,
2015 and 2014, and through the closing of the Merger, October 26,
2016. Prior to the merger, PwC informed Davis that they would not
stand for election as the independent registered public accounting
firm of the combined entity and Davis agreed. PwC’s
engagement as independent accountants for Davis will cease
effective upon the issuance by PwC of their report on the interim
financial statements of Davis (and its subsidiaries) as of and for
the nine months ended September 30, 2016. Grant Thornton LLP
(“
Grant
Thornton
”) served as the independent registered public
accounting firm for Yuma California. Upon closing of the Merger, it
was determined that Grant Thornton would serve as the independent
registered public accounting firm for the Company. The decision to
engage Grant Thornton following the Merger was made by the audit
committee of the Company’s board of directors as of October
26, 2016 and effective November 1, 2016.
PwC’s
reports on Davis’ financial statements for the fiscal years
ended December 31, 2015 and 2014 did not contain an adverse opinion
or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principle.
During the fiscal years ended December 31, 2015 and 2014 and the
subsequent interim period through October 26, 2016, there were no
disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to the satisfaction of PwC, would
have caused them to make a reference to the subject matter of the
disagreement(s) in their reports on the financial statements for
such fiscal years. In addition, during the fiscal years ended
December 31, 2015 and 2014 and the subsequent interim period
through October 26, 2016 there were no “reportable
events,” as defined in Item 304(a)(1)(v) of Regulation
S-K.
During
the fiscal years ended December 31, 2015 and 2014, and the
subsequent interim period preceding the engagement of Grant
Thornton, Davis did not consult Grant Thornton regarding 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 Davis’ financial
statements, and either a written report was provided to the Company
or oral advice was provided that Grant Thornton 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 the subject of a disagreement or a
“reportable event” (as described in Item 304(a)(1)(v)
of Regulation S-K).
The
Company provided PwC with a copy of the disclosures made pursuant
to this Item 4.01 prior to the filing of this Current Report on
Form 8-K/A and requested that PwC furnish a letter addressed to the
SEC, which is attached hereto as Exhibit 16.1, stating whether it
agrees with such disclosures, and, if not, stating the respects in
which it does not agree.
Item
9.01.
Financial
Statements and Exhibits
The
following exhibit is included with this Current Report on Form
8-K/A:
Exhibit No.
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Description
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Letter
from PricewaterhouseCoopers LLP, dated November 3,
2016.
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SIGNATURE
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.
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YUMA
ENERGY, INC.
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Date: November 3,
2016
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By:
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/s/
Sam L.
Banks
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Name:
Sam L.
Banks
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Title:
President and Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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Letter
from PricewaterhouseCoopers LLP, dated November 3,
2016.
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