Current Report Filing (8-k)
December 18 2017 - 6:05AM
Edgar (US Regulatory)
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): December 15, 2017 (December 11, 2017)
CALMARE THERAPEUTICS INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
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001-08696
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36-2664428
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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1376
Kings Highway
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Fairfield,
CT 06824
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(Address
of principal executive offices)
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203-368-6044
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(Registrant’s
Telephone Number)
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N/A
(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))
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ITEM 4.01.
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CHANGES IN REGISTRANT’S CERTIFIED ACCOUNTANT.
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On December 11, 2017, Calmare Therapeutics
Incorporated (the “Company”) was notified by BDO USA, LLP (the “Accountants”) that the Accountants have
resigned as the Company’s independent auditors. The Company has commenced the process of identifying another independent,
outside auditor for the Company and will disclose the selection when made on a subsequent current report on Form 8-K.
The Accountants have not yet provided reports
on the Company’s financial statements and have therefore not provided an adverse opinion or disclaimer of opinion or qualified
or modified its opinion.
The Company has not had any disagreements
with the Accountants.
In the letter to the Audit Committee on
December 11, 2017, the Accountants stated that the following areas “appear to represent” material weaknesses in the
Company’s internal controls over financial reporting: (i) revenue recognition; (ii) inventory; (iii) deferment of wages and/or
commissions; (iv) defaults under loans; (v) lapse of D&O insurance coverage; (vi) loans from the Chairman of the Audit Committee
to the Company; (vii) certain tax considerations that have not been addressed by the Company; and (viii) the failure of the Company
to provide detailed analysis of the accounting and reporting considerations for most ongoing or new debt and equity transactions.
The Accountants recommended that the Audit Committee evaluate with management the weaknesses noted above.
Our Audit Committee plans to pursue these
matters and will authorize the Accountants to respond fully to the inquiries of our successor accountant concerning the subject
matter addressed in its resignation letter.
We will provide the Accountants with a
copy this Form 8-K prior.
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.
December 15, 2017
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Calmare Therapeutics Incorporated
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By:
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/s/ Conrad Mir
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Conrad Mir
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Chief Executive Officer
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