Current Report Filing (8-k)
June 06 2019 - 04:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 31, 2019
Date of report (date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Nevada
|
|
000-53166
|
|
77-0664193
|
(State or other jurisdictions of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Nos.)
|
4400 Vanowen Street
Burbank, CA 91505
(Address of principal executive offices) (Zip Code)
(303) 396-6100
(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 registrants
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
N/A
|
|
|
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
May 31, 2019, Plante & Moran, PLLC (“Plante
Moran”), the independent auditor for MusclePharm Corporation
(the “Company”), notified the Company that it had made
the decision to resign as the Company’s auditor, effective
immediately.
The
Company’s financial statements for the years ended December
31, 2017 and 2016 were audited by EKS&H LLLP
(“EKS&H”), which was acquired by Plante Moran
during October 2018. The reports of EKS&H on the
Company’s consolidated financial statements for the years
ended December 31, 2017 and 2016 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. Plante Moran
resigned prior to the completion of the audit for the year ended
December 31, 2018.
During
the years ended December 31, 2018 and 2017 and the interim period
ended May 31, 2019, there were no: (i) disagreements (as described
in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) with EKS&H or Plante Moran on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of EKS&H or Plante Moran, would have caused
EKS&H or Plante Moran to make reference to the subject matter
of the disagreement in connection with its report; or (ii)
reportable events (as described in Item 304(a)(1)(v) of Regulation
S-K), except as referenced below.
In
connection with performing its audit of the Company’s
financial statements for the year ended December 31, 2018, Plante
Moran advised the Audit Committee of the Board of Directors of the
Company that (i) the internal controls necessary for the Company to
develop reliable financial statements do not exist, and (ii)
information has come to its attention that (1) has made it
unwilling to be associated with the financial statements prepared
by management because of multiple material weaknesses in internal
control over financial reporting, extraordinary attempts to mislead
the Plante Moran engagement team and allegations of noncompliance
with laws and regulations, (2) if further investigated, may
materially impact the fairness or reliability of the financial
statements for the year ended December 31, 2018 or cause it to be
unwilling to be associated with the Company’s financial
statements and (3) it has concluded materially impacts the
reliability of previously issued financial statements for 2018. Due
to Plante Moran’s resignation, it did not expand the scope of
its audit or conduct further investigation and the issues raised
were not resolved to its satisfaction prior to its
resignation.
The
Audit Committee has discussed the foregoing matters with Plante
Moran. The Company has authorized Plante Moran to respond fully to
the inquiries of any successor accountant concerning the subject
matter of the items described herein. The Company does not comment
in this Form 8-K on the reportable events described above, except
that it takes exception to certain of the reportable events, and
will describe any material weaknesses identified and related
remedial measures to be taken in an amended Form 10-Q for the
quarter ended September 30, 2018 and its Form 10-K for the year
ended December 31, 2018, both of which the Company intends to file
as soon as practicable.
The Company provided Plante Moran with a copy of
the disclosures it is making in this Current Report on Form 8-K and
requested that Plante Moran furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether
it agrees with the statements made herein. A copy of Plante
Moran’s letter dated June
[6]
, 2019 is filed as Exhibit 16.1
hereto.
The
Company intends to announce the appointment of a new independent
auditor in a subsequent filing made pursuant to the Securities
Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
|
Description
|
|
Letter
dated June 6, 2019 from Plante & Moran, PLLC to the Securities
and Exchange Commission.
|
Error! Unknown document property name.
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.
|
|
MUSCLEPHARM CORPORATION
|
|
|
|
|
By:
|
/s/
Ryan Drexler
|
|
|
|
Name:
Ryan DrexlerTitle: Chief Executive Officer
|
Date:
June 6, 2019
Muscle Pharm (CE) (USOTC:MSLP)
Historical Stock Chart
From Feb 2024 to Mar 2024
Muscle Pharm (CE) (USOTC:MSLP)
Historical Stock Chart
From Mar 2023 to Mar 2024