Peoples Bancorp of North Carolina Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant (Amendment)

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 8-K/A

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2024

North Carolina 

(State or Other Jurisdiction of Incorporation) 

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:

EXPLANATORY NOTE

This Amendment No. 1 to Current Report on Form 8-K amends and updates the Current Report on Form 8-K filed by Peoples Bancorp of North Carolina, Inc. (the “Company”) on February 27, 2024 (the “Original Filing”), disclosing the Company’s decision to change its independent registered public accounting firm effective upon the completion of the Company’s 2023 audit. The Original Filing provided the disclosure required by Item 304(a) of Regulation S-K with respect to the Company’s two most recent fiscal years through the date of the Original Filing. Subsequent to the Original Filing, on March 7, 2024, the Company’s 2023 audit was completed. This Amendment No. 1 amends and updates the Original Filing and the related disclosure through March 7, 2024, the effective date of the change in the Company’s independent registered public accounting firm.

Item 4.01.  Changes in Registrant’s Certifying Accountant

As reported in the Original Filing, the Audit Committee (the “Committee”) of the Board of Directors of the Company recently completed a competitive review of independent registered public accounting firms to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.  As a result of this review and after careful deliberation, on February 22, 2024, the Committee approved the engagement of FORVIS, LLP (“FORVIS”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. On February 23, 2024, the Company informed FORVIS of the Committee’s decision, effective following the completion of the Company’s 2023 audit. On February 23, 2024, the Company informed Elliott Davis, PLLC (“Elliott Davis”), the Company’s independent registered public accounting firm since June 2015, that it would be dismissed as the Company’s independent registered public accounting firm effective upon the completion of the Company’s 2023 audit. The Company’s audit was completed on March 7, 2024.

Elliott Davis’ reports on the financial statements of the Company as of and for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2023 and 2022, and from January 1, 2024 through March 7, 2024, (1) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Elliott Davis on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Elliott Davis, would have caused Elliott Davis to make reference thereto in its report on the Company’s financial statements for such periods, and (2) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Elliott Davis with a copy of this Current Report on Form 8-K before it was filed and requested that Elliott Davis furnish it with a letter addressed to the Securities Exchange Commission stating whether Elliott Davis agrees with the above statements. A copy of Elliott Davis’ letter, dated March 7, 2024, is filed as Exhibit 16.1 hereto.

During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and through March 7, 2024, the Company did not consult FORVIS in regards to the Company’s financial statements, which were audited by Elliott Davis as its independent registered public accounting firm, with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, (2) the type of audit opinion that might be rendered on the Company’s financial statements or (3) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits