Current Report Filing (8-k)
November 13 2017 - 4:34PM
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
Date
of Report (Date of earliest event reported):
November 9, 2017
MISONIX,
INC.
(Exact
name of Registrant as specified in its charter)
New
York
(State
or other jurisdiction
of
incorporation)
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1-10986
(Commission
File Number)
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11-2148932
(I.R.S.
Employer
Identification
No.)
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1938
New Highway, Farmingdale, New York 11735
(Address
of principal executive offices, including zip code)
(631)
694-9555
(Registrant's
telephone number, including area code)
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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))
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.
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(a)
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Dismissal
of Independent Registered Public Accounting Firm
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On
November 9, 2017, Misonix, Inc. (the “Company”) dismissed Grant Thornton LLP effective immediately as its independent
registered public accounting firm (after receiving approval of the Audit Committee of the Company’s Board of Directors).
Grant
Thornton LLP’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June
30, 2017 and June 30, 2016 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During
the Company’s two most recent fiscal years ended June 30, 2017 and June 30, 2016 and the subsequent interim period through
November 9, 2017, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company
and Grant Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, any of which that, if not resolved to Grant Thornton LLP’s satisfaction, would have caused Grant Thornton
LLP to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim
period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that the opinion
of Grant Thornton LLP with respect to the Company’s internal control over financial reporting as of June 30, 2016 was adverse,
because of the effect of certain material weaknesses described therein, and reported that the Company had not maintained effective
internal control over financial reporting as of June 30, 2016.
The
Company provided Grant Thornton LLP with a copy of the above disclosures and requested that Grant Thornton LLP furnish a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Grant
Thornton LLP’s letter dated November 13, 2017 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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(b)
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Newly
Engaged Independent Registered Public Accounting Firm
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On
November 13, 2017, the Company engaged BDO USA, LLP as the Company’s new independent registered public accounting firm for
the fiscal year ending June 30, 2018 (after receiving approval of the Audit Committee of the Company’s Board of Directors).
During
the Company’s two most recent fiscal years ended June 30, 2017 and June 30, 2016 and the subsequent interim period through
November 13, 2017, neither the Company nor anyone on its behalf has consulted with BDO USA, LLP regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO
USA, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or
financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
– The following exhibit is filed as part of this report:
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.
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MISONIX, INC.
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Date:
November 13, 2017
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By:
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/s/
Stavros G. Vizirgianakis
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Stavros
G. Vizirgianakis
Chief Executive
Officer
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