Item 4.01 Change in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On November 30, 2021, CV Sciences, Inc. (the “Company”) notified Deloitte & Touche LLP (“Deloitte”) of its dismissal as the Company’s independent registered public accounting firm effective as of that date. The dismissal of Deloitte was approved by the audit committee of the board of directors of the Company (the “Audit Committee”). The decision by the audit committee was made to reduce ongoing costs related to the Company’s annual audit.
Deloitte’s report on the Company’s financial statements for each of the fiscal years ended December 31, 2020 and 2019 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through November 30, 2021, there were no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Deloitte 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 Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on the financial statements for such years.
There were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through November 30, 2021, except for the existence of material weaknesses as of December 31, 2019, related to management’s lack of maintaining appropriate staffing in its accounting department with the appropriate level of technical expertise and experience, resulting in insufficient oversight of the financial reporting function which was originally identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018. The material weakness was remediated as of December 31, 2020.
The Company provided Deloitte with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Deloitte furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of Deloitte’s letter, dated November 30, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On November 30, 2021, the Company engaged Haskell & White LLP (“H&W”) to serve as the Company’s independent registered public accounting firm, effective immediately. The Audit Committee approved the decision to engage H&W and appointed H&W as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
During the Company’s fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through November 30, 2021, neither the Company nor anyone acting on its behalf has consulted with H&W regarding (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 financial statements, and neither a written report nor oral advice was provided to the Company that H&W concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.