SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
December 23, 2016
PHARMACEUTICAL RESEARCH CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 0-54856
(State of Incorporation)
(I.R.S. Employer Identification No.)
22 Shacham Street. P.O.B.
8324 Petach Tikva, Israel
(Address of Principal Executive Offices)
Telephone Number, including area code: 972 (0) 3-758-2657
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):
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm Previously
Engaged as Principal Accountant.
Effective December 23 2016, OWC Pharmaceutical Research Corp. (the
"Registrant") determined not to re-engage its independent auditor, M&K CPAS,
PLLC ("M&K") for the Registrant's audit for the year ending December 31,
2016. The decision to change accountants was recommended and approved by the
Registrant's board of directors.
M&K issued an auditor's report on the Registrant's financial statements
for each of the last two fiscal years ended December 31, 2015 and 2014 and
did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except that such reports contained explanatory paragraphs in
respect to uncertainty as to the Registrant's ability to continue as a going
During the years ended December 31, 2015 and 2014 and subsequent interim
periods through November 14, 2016, the date the Registrant filed its Form
10-Q for the period ended September 30, 2016, there were no disagreements
with M&K on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to their satisfaction, would have caused M&K to make
reference to the subject matter of the disagreements in connection with the
Registrant's audited financial statement for the years December 31, 2015 and
December 31, 2014 and there were no reportable events, as listed in Item
304(a)(l)(v) of Regulation S-K.
The Registrant provided M&K with a copy of the disclosure in the
preceding two paragraphs and requested in writing that it furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with such disclosures. M&K provided a
letter, dated December 27, 2016, stating its agreement with such statements
as related to M&K, which is attached as Exhibit 16.2 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
Effective December 23, 2016, the Registrant engaged Fahn Kanne & Co.
Grant Thornton Israel, with offices located at 32 Hamasger Street, Tel-Aviv
6721118, Israel ("Fahn Kanne") as the Registrant's independent registered
public accounting firm for the fiscal year ending December 31, 2016,
During the two most recent fiscal years ended December 31, 2015 and 2014
and any subsequent interim period through December 23, 2016, the date of
Fahn Kanne's engagement, neither the Registrant nor anyone on its behalf
consulted with Fahn Kanne regarding: (i) the application of accounting
principles to a specified transaction, either completed or proposed; (ii)
the type of audit opinion that might be rendered on our financial statements
by Fahn Kanne, nor did Fahn Kanne provide written or oral advice provided
that Fahn Kanne concluded was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or
financial reporting issues; or (iii) any other matter that was the subject
of a "disagreement" or "reportable event" between the Registrant and our
former auditors, M&K, as such terms are described in Items 304(a)(1)(iv) and
(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(a) The following documents are filed as exhibits to
this report on Form 8-K or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
Change in Certifying Accountant dated December 27, 2016, filed herewith.
Date: December 28, 2016