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): October 4, 2018

 

Non-Invasive Monitoring Systems, Inc.

 

(Exact name of registrant as specified in its charter)

 

Florida   0-13176   59-2007840
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

4400 Biscayne Blvd., Miami, Florida   33137
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 305-575-4200

 

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:

 

[  ] Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. Changes in Registrant’s Certifying Accountant.

 

On October 4, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”) of Non-Invasive Monitoring Systems, Inc. (the “Company”) approved the engagement of EisnerAmper LLP (“EisnerAmper”) as the Company’s new independent registered public accounting firm for the fiscal year ending July 31, 2018. In connection with the selection of EisnerAmper, the Audit Committee dismissed Morrison, Brown Argiz & Farra, LLC (“MBAF”) as the Company’s independent registered public accounting firm on October 4, 2018.

 

The audit reports of MBAF on the Company’s financial statements for the years ended July 31, 2017 and 2016 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 except, the audit report of MBAF on the Company’s financial statements for the years ended July 31, 2017 and 2016 contained an explanatory paragraph indicating that there was substantial doubt about the ability of the Company to continue as a going concern.

 

During the two most recent fiscal years ended July 31, 2017 and 2016 and through the subsequent interim periods through October 4, 2018, there were no disagreements between the Company and MBAF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MBAF would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

 

During the two most recent fiscal years ended July 31, 2017 and 2016 and through the subsequent interim periods through October 4, 2018, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

During the two most recent fiscal years ended July 31, 2017 and 2016 and through the subsequent interim periods preceding EisnerAmper’s engagement, the Company did not consult with EisnerAmper on either (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and EisnerAmper did not provide either a written report or oral advise to the Company that EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) 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.

 

The Company has provided MBAF a copy of the disclosures in this Form 8-K and has requested that MBAF furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of the letter dated October 4, 2018 is filed as Exhibit 16.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number   Description
     
16.1   Letter from Morrison, Brown Argiz & Farra, LLC dated October 4, 2018 to the SEC regarding statements included in this Form 8-K.

 

     
 

 

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.

 

  Non-Invasive Monitoring Systems, Inc.
     
October 9, 2018 By: /s/ James J. Martin
  Name:  James J. Martin
  Title: Chief Financial Officer

 

     
 

 

 

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