ACNB CORP: Changes in Chartered Accountant, Financial Statements and Supporting Documentation (Form 8-K)

ARTICLE 4.01 Changes in the declarant’s certifying accountant

(a) The Audit Committee of the Board of Directors of ACNB Corporation (the “Company”) recently conducted a review and selection process to determine the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2022. As a result of this process, on May 20, 2022the audit committee rejected RSM US LLP (“RSM”) as the registered independent public accounting firm of the Company.

RSM’s reports on the Company’s financial statements as of and for the years ended December 31, 2020 and 2021, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, scope of the audit or accounting principles.

During the last two fiscal years of the Company and the interim period following RSM’s dismissal, there has been: (i) no disagreement with RSM on any matter of accounting principles or practices, disclosure of financial statements or the scope or procedure of the audit, which disagreements, if not resolved to RSM’s satisfaction, would have caused it to refer to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements; and, (ii) no “Reportable Event”, as that term is defined in Rule SK Section 304(a)(1)(v).

The Company provided RSM with a copy of this Form 8-K prior to its filing with the US Securities and Exchange Commission (“SEC”) and requested RSM to provide the Company with a letter addressed to the SECOND
indicating whether or not he agrees with the statements made in this point 4.01. A copy of RSM’s letter dated May 24, 2022is attached as Exhibit 16.1 to this Form 8-K.

(b) On May 20, 2022the Audit Committee of the Company’s Board of Directors has engaged Crowe srl (“Crowe”) as the company’s registered independent public accounting firm for and with respect to the fiscal year ending
December 31, 2022.

During the last two financial years of the Company and until the date of appointment by the Company of the Crowethe Company has not consulted Crowe concerning: (i) the application of accounting principles to a specific transaction carried out or contemplated, or the type of audit opinion which could be rendered on the consolidated financial statements of the Company, and no written or oral opinion has was provided by Crowe it was an important factor that the Company considered in making a decision on accounting, auditing or financial reporting matters; or, (ii) any matter that has been the subject of a disagreement or event, as set forth in Section 304(a)(1)(iv) or Section 304(a)(1 )(v) of Regulation SK.

ARTICLE 9.01 Financial statements and supporting documents

(d) Exhibits.



     Exhibit    Description
     Number

      16.1        Letter regarding Change in Certifying Accountant - Letter from
                RSM US LLP to the Securities and Exchange Commission dated May 24,
                2022.

       104      Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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