Current Report Filing (8-k)
May 12 2016 - 10:56AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
May 9, 2016
EMBER
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
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033-13474-NY
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01-3341552
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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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135
East 57
th
Street, 24
th
Floor
New
York, NY 10022
(Address
of Principal Executive Offices)
(646)
406-6243
(Issuer’s
telephone number)
(
Previous
Address of Principal Executive Offices
)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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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Item 4.01
Changes in Registrant’s Certifying Accountant.
On
May 9, 2016, we dismissed EisnerAmper LLP (the “Former Accountant”) as our independent auditor. Also on May 9, 2016,
our board of directors appointed LJ Soldinger Associates, LLC (the “New Accountant”) as our new independent registered
public accounting firm.
The
Former Accountant was engaged on February 8, 2016. From the time of its engagement through the date of its dismissal on May 9,
2016, the services provided by the Former Accountant consisted the audit of Ember Therapeutics, Inc’s (“Ember”-
a privately held company which merged into the Registrant) financial statements years ended December 31, 2014 and 2013,
which financial statements contained an uncertainty paragraph with respect to Ember’s ability to continue as a going concern,
and an interim review of Ember’s financial statements for the nine months ended September 30, 2015. The Former Accountant
did not render an audit report on any of the Registrant’s annual financial statements because no annual report was filed by
the Registrant during the time of its engagement by the Registrant.
The
Former Accountant did not provide services related to the audit or review of American Home Alliance Corp., the former name of
the Registrant.
During
the Registrant’s fiscal years ended December 31, 2014 and 2013, the subsequent interim period thereto, and through May 9, 2016,
there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements
if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports
on the financial statements for such periods.
During
the Registrant’s most recent fiscal year, the subsequent interim period thereto, and through May 9, 2016, there were no “reportable
events” (as such term is defined in Item 304 of Regulation S-K).
Prior
to retaining the New Accountant, we did not consult with the New Accountant regarding either: (i) the application of accounting
principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on
the Registrant’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable
event” (as those terms are defined in Item 304 of Regulation S-K).
On
May 11, 2016, the Registrant provided the Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the
dismissal of the Former Accountant and requested in writing that the Former Accountant furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response
is filed as an exhibit to this Current Report on Form 8-K.
Item
9.01 Financial Statements and 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.
Dated:
May 12, 2016
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EMBER
THERAPEUTICS, INC.
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By:
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/s/
Joseph Hernandez
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Name:
Joseph Hernandez
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Title: Executive
Chairman
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