Current Report Filing (8-k)
November 13 2018 - 4:11PM
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): November 13, 2018 (November 9, 2018)
AIT
Therapeutics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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000-55759
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47-3812456
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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825
East Gate Blvd., Suite 320
Garden
City, NY 11530
(Address
of Principal Executive Office)
516-665-8200
(Registrant’s
telephone number, including area code)
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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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 CFR240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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 Change in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm.
On
November 9, 2018, AIT Therapeutics, Inc. (the “Company”) dismissed Kost Forer Gabbay & Kasierer, a Member
of Ernst & Young Global (“EY”) as the Company’s independent registered public accounting firm. The dismissal
was approved by the Company’s Audit Committee and Board of Directors (the “Board”).
The
audit reports of EY on the consolidated financial statements of the Company for each of the two most recent fiscal years ended
December 31, 2017 and December 31, 2016, the transition period ended March 31, 2018, and the subsequent interim periods did not
contain an adverse opinion or a 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 December 31, 2017 and December 31, 2016, the transition period ended March
31, 2018, and the subsequent interim periods, (i) there were no disagreements with EY on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EY’s satisfaction, would
have caused EY to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were
no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided EY with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission
(the “SEC”). A copy of EY’s letter dated November 13, 2018 to the SEC, stating whether it agrees with
the statements made in this report, is filed as Exhibit 16.1 to this report.
(b)
Engagement of New Independent Registered Public Accounting Firm.
On
November 9, 2018, the Company engaged Marcum LLP
(“Marcum”) as the Company’s
independent registered public accounting firm for the year ending March 31, 2019.
During
the two most recent fiscal years ended
December
31, 2017 and December 31, 2016, the transition period ended March 31, 2018, and the subsequent interim periods
,
neither the Company nor anyone on its behalf consulted Marcum regarding either (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 Marcum concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii)
any
matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
ITEM
9.01 Financial Statements and Exhibits.
Exhibit
16.1:
Letter from Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, dated November 13, 2018 to the Securities and Exchange Commission.
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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AIT
THERAPEUTICS, INC.
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Date:
November 13, 2018
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By:
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/s/ Steven Lisi
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Name:
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Steven
Lisi
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Title:
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Chief
Executive Officer
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