Current Report Filing (8-k)
May 03 2019 - 04:34PM
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): April 25, 2019
hopTo
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21683
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13-3899021
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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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6
Loudon Road, Suite 200, Concord NH
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03301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (800) 472-7466
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
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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[ ]
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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).
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[ ]
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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.
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Item
4.01 Changes in Registrant’s Certifying Accountant
On
April 25, 2019, hopTo Inc. (“hopTo” or the “Company”) appointed dbb
mckennon
as the Company’s
independent registered public accounting firm. This change in public accounting firm was approved by the Company’s board
of directors on April 17, 2019.
During
the years ended December 31, 2018 an 2017, and through the date of this report prior to engaging dbb
mckennon
, the Company
has not consulted with dbb
mckennon
regarding either (i) the application of accounting principles to a specific 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 or oral advice was provided to the Company that dbb
mckennon
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.
Simultaneously
with the appointment of dbb
mckennon
on April 25, 2019, Marcum LLP (“Marcum”) was dismissed as the independent
registered public accounting firm for the Company. The decision to change audit firms from Marcum to dbb
mckennon
was approved
by the Company’s Board of Directors.
The
report of Marcum on the consolidated financial statements of the Company for the year ended December 31, 2018, did not contain
any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting
principle; except that the audit report on the financial statements of the Company for the year ended December 31, 2018 contained
an explanatory paragraph about a change in accounting principle.
In
connection with the audit of the Company’s financial statements for the fiscal year ended December 31, 2018 (i) the Company
had no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference
in connection with its opinion to the subject matter of such disagreement and (ii) there were no “reportable events”
as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the Securities & Exchange
Commission (“SEC”) and requested that Marcum furnish a letter addressed to the SEC stating whether it agrees with
the statements made above. Pursuant to the Company’s request, Marcum has provided the letter attached hereto as Exhibit
16.1.
Exhibit
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized, as of May 3, 2019.
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hopTo
Inc.
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By:
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/s/
Jonathon R. Skeels
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Name:
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Jonathon
R. Skeels
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Title:
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Chief
Executive Officer
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hopTo (CE) (USOTC:HPTO)
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