Current Report Filing (8-k)
26 Juni 2020 - 12:04PM
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): June 22, 2020
iSign
Solutions Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-19301
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94-2790442
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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2033
Gateway Place, Suite 659
San
Jose, CA 95110
(Address
of principal executive offices)
(650)
802-7888
Registrant’s
telephone number, including area code
(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:
☐
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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 ☐
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.
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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Item
4.01
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Changes
in Registrant’s Certifying Accountant.
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(a)
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Dismissal
of Armanino LLP as Principal Accountant
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On
June 22, 2020, iSign Solutions Inc. (the "Company") dismissed Armanino LLP (“Armanino”) as the Company's
independent registered public accounting firm. The dismissal of Armanino was approved by the Audit Committee of the Company's
Board of Directors.
The
reports of Armanino on the consolidated financial statements of the Company for the fiscal years ended December 31, 2019 and 2018
did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the reports included an explanatory paragraph stating that the consolidated
financial statements have been prepared assuming that the Company will continue as a going concern.
During
the fiscal years ended December 31, 2019 and December 31, 2018 and through June 22, 2020 (the “Relevant Period”),
there have been no disagreements with Armanino 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 Armanino, would have caused Armanino
to make reference thereto in their reports on the financial statements for such years. Also, during the Relevant Period, there
were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K (“Reportable Events”).
The
Company provided a copy of the foregoing disclosure to Armanino and requested that Armanino furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not Armanino agrees with the statements set forth in this subsection
(a). A copy of such letter, dated June 25, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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(b)
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Appointment
of M&K CPAs, PLLC as Principal Accountant
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On
June 22, 2020, the Company engaged M&K CPAs, PLLC (“M&K”) as its independent registered public accounting
firm to audit the Company's financial statements for the fiscal year ending December 31, 2020. The engagement of M&K will
be subject to the ratification of the Company's stockholders at the Company's 2020 Annual Meeting of Stockholders.
During
the Relevant Period, neither the Company nor (to the Company's knowledge) anyone acting on behalf of the Company consulted with
M&K regarding either (i) the application of accounting principles to a specified transaction (either completed or proposed),
(ii) the type of audit opinion that might be rendered on the Company's financial statements, (iii) any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure that was the subject of a disagreement as defined
in Item 304(a)(1)(iv) of Regulation S-K, or (iv) any Reportable Event.
Item
9.01
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Financial
Statements and Exhibits.
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(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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iSign Solutions Inc.
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June 25, 2020
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By:
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/s/ Andrea Goren
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Andrea Goren
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Chief Financial Officer
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EXHIBIT
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3
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