SEC Form 8-K filed
$HFEN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 12,
2021
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HF ENTERPRISES INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-39732
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83-1079861
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(State
of incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code (301) 971-3940
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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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HFEN
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The
Nasdaq Stock Market LLC
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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).
Emerging
growth company ☒
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. ☐
Item
4.01
Changes
in Registrant’s Certifying Accountant.
On
January 12, 2021, the Board of Directors of HF Enterprises Inc.
(the “Company”) dismissed Rosenberg Rich Baker Berman,
P.A. as its independent registered accountant at the recommendation
of the Audit Committee. Rosenberg Rich Baker Berman, P.A.’s
audit reports on the Company’s financial statements for the
fiscal years ended December 31, 2018 and December 31, 2019 did not
contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. During the years ended December 31, 2018 and December
31, 2019 and during the subsequent interim period preceding the
date of dismissal, there were (i) no disagreements with Rosenberg
Rich Baker Berman, P.A. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, and (ii) no reportable events (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K).
The
Company has requested Rosenberg Rich Baker Berman, P.A. to furnish
it with a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the statements made above
by the Company. The Company has filed this letter as an exhibit to
this Current Report on Form 8-K.
On
January 12, 2021, the Company engaged Briggs & Veselka Co. as
its independent registered public accounting firm for the
Company’s fiscal year ended December 31, 2020. The decision
to engage Briggs & Veselka Co. was recommended by the
Company’s Audit Committee and approved by the Company’s
Board of Directors.
During
the two most recent fiscal years and through the Engagement Date,
the Company has not consulted with Briggs & Veselka Co.
regarding either:
1.
The application of
accounting principles to any 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 was provided to the Company nor oral advice was
provided that Briggs & Veselka Co. concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
2.
Any matter that was
either the subject of a disagreement (as defined in paragraph
(a)(1)(iv) of Item 304 of Regulation S-K and the related
instructions thereto) or a reportable event (as described in
paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Number
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Exhibit
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Letter
from Rosenberg Rich Baker Berman, P.A. dated January 15,
2021
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2
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 hereunto duly authorized.
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HF ENTERPRISES INC.
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Date:
January 15, 2021
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By:
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/s/ Rongguo
Wei
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Name:
Rongguo Wei
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Title:
Co-Chief Financial Officer
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