Auditor Change

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):              September 12, 2022                AMREP CORPORATION (Exact name of registrant as specified in its charter)   Oklahoma 1-4702 59-0936128 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.)   850 West Chester Pike , Suite 205 , Havertown , PA 19083 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code:   ( 610 ) 487-0905     (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 (see General Instruction A.2. below):   ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock $.10 par value AXR New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.   (a) Previous independent registered public accounting firm.   On September 12, 2022, AMREP Corporation (the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm. The Audit Committee of the Company’s Board of Directors approved the dismissal of Marcum. The audit reports of Marcum on the consolidated financial statements of the Company for each of the two most recent fiscal years ended April 30, 2022 and April 30, 2021 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 Company’s two most recent fiscal years ended April 30, 2022 and April 30, 2021 and during the subsequent interim period from May 1, 2022 through September 12, 2022, (i) there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company provided Marcum with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission. A copy of Marcum’s letter dated September 12, 2022 to the Securities and Exchange Commission, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.   (b) Appointment of new independent registered public accounting firm.   On September 12, 2022, the Audit Committee of the Company’s Board of Directors engaged Baker Tilly US, LLP (“Baker”) as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. During the Company’s two most recent fiscal years ended April 30, 2022 and April 30, 2021 and during the subsequent interim period from May 1, 2022 through September 12, 2022, neither the Company nor anyone on the Company’s behalf consulted Baker 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 nor oral advice was provided to the Company that Baker 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 either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit Number Description     16.1 Letter, dated September 12, 2022, from Marcum LLP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).           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.       AMREP Corporation     Date: September 14, 2022 By:   /s/ Christopher V. Vitale        Name: Christopher V. Vitale       Title: President and Chief Executive Officer               EXHIBIT INDEX    Exhibit Number Description     16.1 Letter, dated September 12, 2022, from Marcum LLP.  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).