Current Report Filing (8-k)
February 27 2020 - 5:45PM
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 21, 2020
FTE
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38322
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81-0438093
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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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237
West 35th Street, Suite 806
New
York, NY
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10001
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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: 877-878-8136
(Former
Name or Former Address, if Changed Since Last Report): Not Applicable
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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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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FTNW
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NYSE
American
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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 21, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of FTE Networks, Inc.
(the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting
firm.
The audit reports of Marcum on the Company’s
financial statements for the years ended December 31, 2018 and 2017, did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Marcum did not provide a report
on the Company’s financial statements during fiscal years ended December 31, 2018 and December 31, 2019. During the fiscal
years ended December 31, 2018 and December 31, 2019, and the subsequent period through February 21, 2020, there were (i) no disagreements
between the Company and Marcum 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 Marcum, would have caused Marcum to make reference
to the subject matter of the disagreement in Marcum’s reports on the Company’s consolidated financial statements for
such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except
as described below.
As
previously reported in Current Reports on Form 8-K filed by the Company on April 4, 2019 and June 13, 2019, Marcum had informed
the Company that Marcum’s audit reports included in the Company’s previously issued audited financial statements as
of and for the years ended December 31, 2017 and December 31, 2016, and Marcum’s interim reviews of the financial statements
for the periods ended March 31, June 30, and September 30, 2018, 2017 and 2016, should no longer be relied upon.
The
Company identified a number of material weaknesses in internal control over financial reporting as disclosed in Item 9A of the
Company’s Annual Reports on Form 10-K for the years ended December 31, 2017, as well as several
Quarterly Reports on Form 10-Q for quarterly periods during 2017 and 2018. The Audit Committee has discussed these matters with
Marcum.
The Company provided Marcum with a copy of
the disclosures it is making in this Current Report on Form 8-K prior to the time this Current Report on Form 8-K was filed with
the Securities and Exchange Commission (the “SEC”). The Company requested that Marcum furnish a letter addressed to
the SEC stating whether or not it agrees with the statements made herein. A copy of Marcum’s letter will be filed as
Exhibit 16.1 to an amendment to this Form 8-K upon receipt.
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, thereunto duly authorized.
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FTE
NETWORKS, INC.
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(Registrant)
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Date:
February 27, 2020
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/s/
Michael P. Beys
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Name:
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Michael
P. Beys
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Title:
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Interim
Chief Executive Officer
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