Form 8-K - Current report

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 22, 2023

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-07731	22-3285224
(State Or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


35 Waterview Blvd., Suite 140, Parsippany, NJ	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 428-2000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		MSN		NYSE American

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.

Resignation of Independent Registered Public Accounting Firm

On November 22, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of Emerson Radio Corp. (the “Company”) was informed by MSPC, Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) that MSPC will be resigning as the Company’s independent registered public accounting firm effective November 22, 2023. MSPC advised the Company that its decision to resign was due to MSPC’s internal determination to transition away from providing audit services to public companies. The Audit Committee has initiated a process to select a new firm to serve as the Company’s independent registered public accounting firm for the audit of the Company’s consolidated financial statements for the fiscal year ending March 31, 2024 and intends to appoint a successor independent registered public accounting firm as soon as possible.

MSPC’s audit reports on the Company’s consolidated financial statements for the years ended March 31, 2023 and 2022 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 fiscal years ended March 31, 2023 and 2022, and the subsequent interim period through November 22, 2023: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with MSPC 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 MSPC would have caused MSPC to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided MSPC with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that MSPC furnish the Company with a letter addressed to the SEC stating whether MSPC agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which MSPC does not agree with such statements. A copy of the letter from MSPC is filed with this Current Report on Form 8-K as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

16.1		Letter from MSPC to the SEC, dated November 28, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMERSON RADIO CORP.

By:	/s/ Christopher Ho
	Name:	Christopher Ho
	Title:	Chief Executive Officer

Dated: November 29, 2023

Exhibit 16.1

Document And Entity Information	Nov. 22, 2023
Document Information [Line Items]
Entity, Registrant Name	EMERSON RADIO CORP.
Document, Type	8-K
Document, Period End Date	Nov. 22, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-07731
Entity, Tax Identification Number	22-3285224
Entity, Address, Address Line One	35 Waterview Blvd., Suite 140
Entity, Address, City or Town	Parsippany
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	428-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MSN
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000032621