On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Changes in Registrant’s Certifying Accountant

On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm
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On April 3, 2019, On Track Innovations Ltd. (the “Company”), decided not to re-appoint Somekh Chaikin, a member of KPMG International (“Somekh Chaikin”) as the Company’s independent registered public accounting firm. The dismissal of Somekh Chaikin was approved by the Audit Committee of the board of directors of the Company (the “Audit Committee”), without conducting a hearing to Somekh Chaikin, who waived this right granted to them under the Israeli Companies Law of 1999 (the “Companies Law”).

Under the Companies Law, the Company’s shareholders annually approve the Audit Committee’s and the board of directors’ recommendation of the independent registered accounting firm appointment.

The Company’s annual report on Form 10-K for the fiscal year ended December31, 2018, including the financial statements audited by Somekh Chaikin, was filed with the Securities and Exchange Commissionon March 25, 2019 and, thus, Somekh Chaikin has concluded its required services to the Company for fiscal 2018.

Somekh Chaikin’s report on the Company’s financial statements for the fiscal year ended December31, 2018 contained no adverse opinion or a disclaimer of opinion, and was not modified as to uncertainty, audit scope, or accounting principle.

During the two most recent fiscal years ended December31, 2018 and the subsequent interim period through April 3, 2019, there were no (i)disagreements with Somekh Chaikin 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 Somekh Chaikin, would have caused Somekh Chaikin to make reference thereto in their report on the financial statements for such years, or (ii)reportable events (as defined in paragraph (a)(1)(v) of Item 304 of RegulationS-K).

The Company has provided Somekh Chaikin with a copy of the disclosures made herein and has requested that Somekh Chaikin furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Somekh Chaikin’s letter is included as Exhibit 16.1 to this Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On April 3, 2019 and April 4, 2019, the Audit Committee and the board of directors, respectively, recommended to appoint Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited (“PwC”), subject to the approval of the Company’s shareholders, as the Company’s independent registered public accounting firm for the year ending December31, 2019.

Under the Companies Law, the Audit Committee’s and the board of directors’ recommendation regarding the appointment of the Company’s independent registered accounting firm is subject to shareholder approval and therefore will be presented to the shareholders for a vote at the Company’s next annual general meeting, which is scheduled to be held on May 14, 2019.

During the fiscal years ended December31, 2018 and December31, 2017 and the subsequent interim period through April 3, 2019, the Company has not consulted with PwC 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 the Company’s financial statements, and neither a written report was provided to the Company nor was oral advice provided that PwC 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 (as defined in paragraph (a)(1)(iv) of Item304 of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) of Item304 of Regulation S-K).

Item 4.01. Financial Statements and Exhibits

ON TRACK INNOVATIONS LTD Exhibit
EX-16.1 2 f8k040319ex16-1_ontrack.htm LETTER OF SOMEKH CHAIKIN,…
To view the full exhibit click here

About On Track Innovations Ltd. (NASDAQ:OTIV)

On Track Innovations Ltd. is a developer of cashless payment solutions. The Company’s segments include Retail and Mass Transit, Petroleum, Parking and Other. The Company offers solutions for banking, mobile network operators, vending, mass transit, petroleum and parking. The Company provides its customers with training and installation support, customer service and technical support. Its PayEnable technology can be implemented into a range of products. Its Retail and Mass Transit products include TRIO mPOS, Pico BT, WAVE, WAVE PKI, oti SATURN 6700 UNO, oti SATURN 6500 TRIO and oti SCI 6000. It also offers otiMetry and oti CONNECT 3000. Its EasyFuel Plus solution is a wireless, cashless, cardless and paperless refueling tracking and payment solution. Its EasyPark set of parking solutions provides parking fee collection, parking payment enforcement and parking management solution. Its MediSmart solution is an information management and claims submission system for the medical sector.

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