Current Report Filing (8-k)
October 23 2018 - 4:02PM
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):
October 17, 2018
INDOOR
HARVEST CORP
(Exact
name of registrant as specified in its charter)
Texas
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000-55594
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45-5577364
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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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5300
East Freeway Suite A
Houston,
Texas
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77020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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832-649-3998
(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 (see General Instruction A.2. below):
[ ]
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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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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 [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
4.02 Non-Reliance on Previously Issued Financial Statements
On
October 17, 2018, the Board of Directors (the “
Board
”) of Indoor Harvest Corp (the “
Company
”)
was notified by the Company’s independent registered public accounting firm, Thayer O’Neal Company, LLC (“
Thayer
”),
that the following previously filed financial statements of the Company should not be relied upon:
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(1)
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The
Company’s unaudited financial statement for the quarterly period ended September
30, 2017, contained in the Company’s Quarterly Report on Form 10-Q, originally
filed with the Securities and Exchange Commission (“
SEC
”) on November
14, 2017 (the “
Q3 Report
”); and
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(2)
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The
Company’s audited consolidated financial statements for the fiscal year ended December
31, 2017, contained in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, originally filed with the SEC on April 17, 2018 (the “
Annual
Report
”, which along with the Q3 Report are referred to herein as the “
Reports
”).
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Thayer
informed the Board that, in July 2018, information came to its attention that led it to investigate whether the Company’s
acquisition of Alamo CBD LLC (“Alamo CBD”) was wrongly accounted for as a business combination. Thayer concluded this
investigation on October 17, 2018 and notified the Board that the Company, pursuant to generally accepted accounting principles,
should have accounted for the Alamo CBD transaction as an asset acquisition.
The
Company will, as soon as is practicable, make the appropriate adjustments to the above referenced Reports by filing amendments
to the Reports with the SEC which, in each case, will include restated consolidated financial statements and notes thereto and
any other appropriate revisions.
The
Board discussed the matters described in this Item 4.02 with representatives of Thayer. In accordance with Item 4.02(c) of Form
8-K, the Company provided Thayer with a copy of the statements set forth in this Item 4.02 prior to the filing of this Current
Report on Form 8-K with the SEC. The Company requested that Thayer furnish the Company with a letter addressed to the SEC stating
whether Thayer agrees with the above statements in this Item 4.02 as required by SEC rules. Thayer has furnished the requested
letter, and it is attached as an Exhibit 7.1 to this Report.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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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INDOOR HARVEST CORP
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Date:
October 23, 2018
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By:
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/s/
Daniel Weadock
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Daniel
Weadock
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Chief
Executive Officer
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Indoor Harvest (PK) (USOTC:INQD)
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