Current Report Filing (8-k)
October 06 2022 - 4:07PM
Edgar (US Regulatory)
0001737372
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0001737372
2022-10-03
2022-10-03
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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): October 3, 2022
SYSOREX, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
|
000-55924 |
|
68-0319458 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
13880 Dulles Corner
Lane, Suite 120
Herndon, Virginia
20171
(Address of Principal
Executive Offices)
(800) 929-3871
Registrant’s telephone
number, including area code
N/A
(Former name or former address, if changed since
last report)
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 (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 |
| None |
|
N/A |
|
N/A |
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.
Sysorex, Inc. (the “Company”) was notified
that the audit practice of Friedman LLP, the Company’s independent registered public accounting firm (“Friedman”),
was combined with Marcum LLP (“Marcum”) effective September 1, 2022. On October 3, 2022, the Board of Directors of the Company
approved the dismissal of Friedman LLP and the engagement of Marcum LLP to serve as the independent registered public accounting firm
of the Company. The services previously provided by Friedman LLP will now be provided by Marcum LLP.
Friedman LLP’s reports on the Company’s
financial statements for the fiscal years ended December 31, 2021 and 2020 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, except that such reports expressed substantial
doubt regarding the Company’s ability to continue as a going concern and the emphasis of matter paragraph with respect to the Company’s
involvement in digital asset activities. Furthermore, during the Company’s two most recent fiscal years and through October 3, 2022,
there have been no disagreements with Friedman LLP on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to Friedman LLP’s satisfaction, would have caused Friedman
LLP to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements
for such periods.
For the fiscal years ended December 31, 2021 and
2020 and through October 3, 2022, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided Friedman LLP with a copy
of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and
requested that Friedman LLP furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements
herein and, if not, stating the respects in which it does not agree. Friedman LLP’s letter to the Commission is attached hereto
as Exhibit 16.1.
Marcum previously acted as the Company’s independent registered
public accounting firm. As previously disclosed, Marcum ceased to be the Company’s independent registered public accounting firm
on June 3, 2021, when the Company appointed Friedman as the Company’s independent registered public accounting firm. Except in connection
with Marcum’s prior service as the Company’s independent registered public accounting firm, during the Company’s two most recent fiscal
years and through October 3, 2022, neither the Company nor anyone acting on the Company’s behalf consulted Marcum LLP with respect
to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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.
| |
SYSOREX, INC. |
| |
|
|
| Date: October 6, 2022 |
By: |
/s/ Wayne Wasserberg |
| |
|
Wayne Wasserberg |
| |
|
Chief Executive Officer |
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