Current Report Filing (8-k)
23 June 2020 - 6:16AM
Edgar (US Regulatory)
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): June 18, 2020
ADAMIS
PHARMACEUTICALS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11682
El Camino Real, Suite 300
San
Diego, CA
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92130
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 997-2400
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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 Exchange Act:
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
Stock
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ADMP
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NASDAQ
Capital Market
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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. ☐
Item
4.01
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Change
in Registrant's Certifying Accountant.
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(a)
Former Independent Registered Public Accounting Firm
On
June 18, 2020, Adamis Pharmaceuticals Corporation ("Adamis" or the "Company") dismissed Mayer Hoffman McCann
P.C. (“MHM”) as the Company’s independent registered public accounting firm. The Audit Committee of the Board
of Directors of the Company approved the decision to dismiss MHM. The Company has authorized MHM to respond fully to the inquiries
of the successor auditors.
During
the two fiscal years ended December 31, 2019, and the subsequent interim periods through June 18, 2020, there were no: (1) disagreements
with MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion
to the subject matter of the disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The
audit reports of MHM on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018 did
not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles, except that the reports included an explanatory paragraph noting that the Company has incurred recurring
losses from operations and is dependent on additional financing to fund operations, and that such conditions raise substantial
doubt about the Company’s ability to continue as a going concern.
The
Company provided MHM with a copy of the foregoing disclosures and requested MHM to furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of the letter furnished
pursuant to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
New Independent Registered Public Accounting Firm
On
June 18, 2020, the Audit Committee appointed BDO USA, LLP (“BDO”) as the Company’s new independent
registered public accounting firm, effective immediately. During the fiscal years ended December 31, 2019 and 2018, and
during all subsequent interim periods through June 18, 2020, neither the Company nor anyone on its behalf consulted with BDO
regarding (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 in each case where a written
report or oral advice was provided to the Company that BDO 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” with its former auditors within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the
related instructions or a “reportable event” within the meaning of Item 304(a)(1)(v) Regulation S-K.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from Mayer Hoffman McCann P.C. to the Securities and Exchange Commission.
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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.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated: June 22, 2020
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By:
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/s/ Robert O. Hopkins
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Name:
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Robert O. Hopkins
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Title:
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Chief Financial
Officer
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Adamis Pharmaceuticals (NASDAQ:ADMP)
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