Current Report Filing (8-k)
April 15 2016 - 5:11PM
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
April 11, 2016
Date of Report (Date of earliest event reported)
Searchlight Minerals Corp.
(Exact name of Registrant as specified in
its charter)
Nevada
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000-30995
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98-0232244
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(State or other jurisdiction
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(Commission
File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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2360 W. Horizon Ridge Pkwy., Suite #100,
Henderson, Nevada 89052
(Address of principal executive offices)
(Zip Code)
(702) 939-5247
Registrant’s telephone number, including
area code
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 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))
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Item 4.01.
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Change in Registrant’s Certifying Accountant.
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(a)
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Resignation of Independent Accountant
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On April 11, 2016, Searchlight Minerals
Corp. (the “
Company
”) received notice from its independent registered public accounting firm BDO USA, LLP (“
BDO
”)
that they intend to resign and not stand for reelection as our independent registered accounting firm. On April 12, 2016, the Company
received written notice of BDO’s resignation, effective the April 11, 2016. Notwithstanding the resignation, BDO will continue
to perform procedures to complete and file the Company’s amended Annual Report on Form 10-K/A for the period ended December
31, 2015, which is being filed for the sole purpose of providing information required by Part III of Form 10-K that was not included
in our Annual Report on Form 10-K for the year ended December 31, 2015, which was originally filed with the Securities and Exchange
Commission on April 5, 2016.
BDO has served as the Company’s independent
registered public accounting firm since September 27, 2012. The decision to change the Company’s accountants was neither
recommended nor approved by the Board of Directors. The Board of Directors has begun a search for a successor firm.
The reports of BDO on the Company’s
consolidated financial statements as of and for the fiscal years ended December 31, 2015 and December 31, 2014 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except that both such reports contained an explanatory paragraph stating that there was substantial doubt about the
Company’s ability to continue as a going concern.
During the fiscal years ended December 31,
2015 and December 31, 2014, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions, between the Company and BDO on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO
to make reference to the subject matter of the disagreements in its reports on the financial statements for such years, and (ii)
no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has authorized BDO to respond
fully to all inquiries of the successor independent registered public accounting firm.
The Company provided BDO with a copy of
this Current Report on Form 8-K and requested that BDO furnish the Company with a letter addressed to the SEC stating whether it
agrees with the statements contained herein. A copy of BDO’s letter to the SEC is filed as Exhibit 16.1 to this Form 8-K.
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9.01
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Financial Statements and Exhibits.
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Exhibit 16.1 Letter From BDO USA, LLP, dated April 15, 2016.
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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SEARCHLIGHT MINERALS CORP.
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Dated: April 15, 2016
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By:
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/s/ Carl Ager
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Carl Ager
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Vice President
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EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 16.1
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Letter From BDO USA, LLP, dated April 15, 2016.
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