Current Report Filing (8-k)
May 10 2023 - 4:53PM
Edgar (US Regulatory)
0000792935
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0000792935
2023-05-09
2023-05-09
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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): May 9, 2023
ETHEMA
HEALTH CORPORATION
(Exact name of registrant
as specified in its charter)
| Colorado |
000-15078 |
84-1227328 |
(State
or other jurisdiction of
incorporation
or organization) |
(Commission
File Number) |
(IRS
Employer
Identification
No.) |
| 950
Evernia Street, West
Palm Beach, Florida
33401 |
| (Address
of principal executive offices) |
| (416)
500-0020 |
| (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:
| [
] |
|
Written
communications pursuant to Rule 425 under the Securities Act |
| [
] |
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| [
] |
|
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)) |
On
March 21, 2023, Ethema Health Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”)
disclosing that on March 20, 2023, the Company was advised by Daszkal Bolton, LLP (“Daszkal”), the Company’s independent
registered public accounting firm, that Daszkal completed a combination with CohnReznick LLP (“CohnReznick”), and that Daszkal
would resign as the Company’s independent registered public accounting firm upon the Company filing its annual report on Form 10-K
for the year ended December 31, 2022 with the Securities and Exchange Commission (the “SEC”).
ITEM
4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a)
Daszkal served as the Company’s independent registered
public accounting firm for the fiscal years ended December 31, 2022 and 2021.
During
the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period, there were:
| (i) | no
disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Daszkal on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Daszkal’s satisfaction, would have caused Daszkal to make reference to the subject
matter of disagreement in connection with its reports on the Company’s consolidated
financial statements for such years; and |
| (ii) | no
“reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K,
except that Daszkal advised the Company of material weaknesses in its internal control over
financial reporting as of December 31, 2022 and 2021. |
(b)
On May 6, 2023, upon the approval of the Audit Committee,
the Company engaged CohnReznick as the Company’s new independent registered public accounting firm for the fiscal year ending December
31, 2023 and interim periods within that year.
During
the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date
of engagement of CohnReznick:
(i)
the Company did not consult with CohnReznick regarding
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;
(ii)
CohnReznick did not provide a written report or oral
advice on any accounting, auditing or financial reporting issue that CohnReznick concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial reporting issue; and
(iii)
the Company did not consult with CohnReznick regarding
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.
The
Company provided CohnReznick with a copy of the disclosures it is making in this this Current Report on Form 8-K/A and requested that
CohnReznick furnish a letter addressed to the SEC stating whether CohnReznick agrees with the statements
made herein. A copy of CohnReznick’s letter dated May 9, 2023, is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The
Company provided Daszkal with a copy of the disclosures it is making in this this Current Report on Form 8-K/A and requested that Daszkal
furnish a letter addressed to the SEC stating whether Daszkal agrees with the statements made herein. A copy of Daszkal’s letter
dated May 9, 2023, is filed as Exhibit 10.2 to this Current Report on Form 8-K.
| Item | 9.01 Financial
Statements and Exhibits. |
(d) Exhibits
Exhibit
No. Description
16.1 Letter from CohnReznik dated May 9, 2023
16.2 Letter from Daszkal dated May 9, 2023
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 hereunto duly authorized.
Date:
May 10, 2023
By:
/s/ Shawn E. Leon
Name:
Shawn E. Leon
Title:
CEO
Ethema Health (PK) (USOTC:GRST)
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