Current Report Filing (8-k)
February 13 2018 - 12:34PM
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
Date of Report (Date of earliest event Reported):
February 9, 2018
MyDx, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-55596
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99-0384160
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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6335 Ferris Square, Suite B
San Diego, CA 92121
(Address of Principal Executive Offices)
(Zip Code)
800-814-4550
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 February 9, 2018, MyDx, Inc., a Nevada corporation (the “Company”) dismissed Anton & Chia, LLP (“A&C”)
as the Company’s independent registered public accounting firm, effective as of such date. Effective as of February 8, 2018,
the Company approved the engagement of Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as the Company’s new
independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December
31, 2017.
During the Company’s fiscal years
ended December 31, 2016 and 2017, and the subsequent interim period through the date of dismissal (February 9, 2018), there were
no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with A&C 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 A&C, would have caused it to make reference to the subject matter of the disagreements in connection with its report. None
of the “reportable events” set forth in Item 304(a)(1)(v) of Regulation S-K occurred during the period in which A&C
served as the Company’s principal independent accountants. A&C’s audit report on the Company’s consolidated
financial statements as of and for the fiscal year ended December 31, 2016 did not contain an adverse opinion or a disclaimer of
opinion and none were qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included
an explanatory paragraph related to the uncertainty of the Company's ability to continue as a going concern.
In accordance with Item 304(a)(3) of Regulation
S-K, the Company provided A&C with a copy of this disclosure and requested that A&C furnish it with a letter addressed
to the U.S. Securities and Exchange Commission stating whether A&C agrees with the above statements, and if not, stating the
respects in which it does not agree. A copy of A&C’s letter dated as of February 12, 2018, is filed as Exhibit 16.1 hereto.
During the Company’s fiscal years
ended December 31, 2017 and 2016, and the subsequent interim period through February 9, 2018, the Company has not consulted with
Sadler Gibb 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 Sadler Gibb did not provide either
a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue; or (ii) the subject of any “disagreement,” as defined in
Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event” within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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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MyDx, Inc.
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Date: February 13, 2018
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By:
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/s/ Daniel Yazbeck
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Daniel Yazbeck
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Chief Executive Officer
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