UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 8, 2024
OHIO VALLEY BANC CORP.
(Exact Name of Registrant as Specified in Its Charter)
000-20914
(Commission File Number)
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Ohio
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31-1359191
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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420 THIRD AVENUE, PO BOX 240
GALLIPOLIS, Ohio 45631
(Address of principal executive offices, including zip code)
(740) 446-2631
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Shares, without par value
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OVBC
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NASDAQ
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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. ☐
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Section 4 – Matters Related to Accountants and Financial Statements
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Item 4.01. Changes in Registrant’s Certifying Accountant
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The Audit Committee (the “Audit Committee”) of the Board of Directors of Ohio Valley Banc Corp. (the “Company”) conducted a competitive process
to determine the Company’s independent registered public accounting firm for the year ending December 31, 2024. The Audit Committee invited several independent registered public accounting firms to participate in this process. Following review of
proposals from the independent registered public accounting firms that participated in the process, including the Company’s current independent registered public accounting firm, Crowe LLP (“Crowe”), the Audit Committee approved, on February 8,
2024, the engagement of Plante & Moran, PLLC (“Plante”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024, subject to completion of Plante’s standard client acceptance procedures and execution
of an engagement letter.
On February 8, 2024, the Company, at the direction of the Audit Committee, notified Crowe that it has been dismissed as the Company’s independent
registered public accounting firm effective following the completion of its audit for the year ending December 31, 2023.
Crowe’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2022 and 2021, and the interim period from January 1, 2023 through
the date of this report, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Crowe on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to Crowe’s satisfaction, would have caused Crowe to make reference thereto in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v)-of
Regulation S-K.
The Company has requested that Crowe furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with
the statements in the above paragraph. A copy of Crowe’s letter, dated February 8, 2024 is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through the date of Crowe’s
engagement, neither the Company nor anyone on its behalf consulted with Plante regarding: (i) the application of accounting principles to a specific 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 Plante 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 and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit 16.1 Letter from Crowe LLP to the Securities and Exchange Commission dated February 8, 2024.
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 thereunto duly authorized.
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OHIO VALLEY BANC CORP.
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Date:
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February 8, 2024
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By:
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/s/Larry E. Miller II
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Larry E. Miller II
President and Chief Executive Officer
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