Trulieve Cannabis Corp.

03/29/2024 | Press release | Distributed by Public on 03/29/2024 07:06

Change in Certifying Accountants - Form 8-K

Item 4.01 Change in Registrant's Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

Effective March 25, 2024, the audit committee of the Board of Directors (the "Audit Committee") of Trulieve Cannabis Corp. (the "Company") approved the dismissal of Marcum LLP ("Marcum") as the Company's independent registered public accounting firm and informed Marcum of such dismissal. As reported below, the Company engaged WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Marcum's audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Marcum's reports on the effectiveness of internal control over financial reporting as of December 31, 2023 and 2022 expressed an adverse opinion due to the existence of material weaknesses.

During the two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this Current Report on Form 8-K: (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum's satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company's consolidated financial statements for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for material weaknesses in the Company's internal control over financial reporting related to (1) ineffective information technology general controls ("ITGCs") in the areas of user access and change management over certain information technology systems that support the Company's financial reporting process as of December 31, 2023 and December 31, 2022, and (2) ineffective design, implementation, and documentation of management review controls related to the valuation of inventory as of December 31, 2023 and as of December 31, 2022, and (3) ineffective design of controls to identify and evaluate the existence of, and accounting for, variable interest entities as of December 31, 2022. The foregoing material weaknesses were discussed between the Audit Committee and Marcum, and the Company has authorized Marcum to respond fully to the inquiries of the successor independent registered public accounting firm concerning the foregoing material weaknesses and all other matters. The Company continues to remediate the material weaknesses identified as of December 31, 2023, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Marcum agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Marcum's letter dated March 29, 2024 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Appointment of Independent Registered Public Accounting Firm

On March 25, 2024, the Audit Committee of the Company approved the appointment of WithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024. Withum will replace Marcum LLP as the Company's independent registered public accounting firm, with its engagement effective March 28, 2024.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone acting on its behalf, consulted Withum 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 with respect to the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Withum that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.