Current Report Filing (8-k)
04 Noviembre 2021 - 4:09AM
Edgar (US Regulatory)
0001500123
false
Item 9 Labs Corp.
DE
0001500123
2021-11-03
2021-11-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: November 3, 2021
ITEM
9 LABS CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-54730
|
|
96-0665018
|
(State of other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
2727
N 3rd Street, Suite
201, Phoenix
AZ
85004
(Address of principal executive offices and zip code)
1-833-867-6337
(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 (see General Instruction A.2. below):
☐
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))
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
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
|
|
|
|
Item 4.01
|
Change in Company's
Certifying Accountant
|
On
October 31, 2021, Item 9 Labs Corp., a Delaware corporation (the "Company") dismissed Semple, Marchal & Cooper,
LLP ("Semple") as the registered independent registered public accountant. The Company appointed BF Borgers CPA PC ("Borgers")
as the Company's registered independent public accounting firm as of October 31, 2021. The decisions to appoint Borgers was approved
by the Board of Directors of the Company on October 31, 2021.
Semple's
report on the consolidated financial statements of the Company for the years ended September 30, 2020 and 2019 did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting
principles, with the exception of the emphasis of a matter raising substantial doubt about its ability to continue as a going concern.
During
the Company's two most recent fiscal years and through September 30, 2021, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference to the subject matter of the disagreements in connection with its reports on the
Company's consolidated financial statements for such periods.
For
the year ended September 30, 2020 and through September 30, 2021, there have been no reportable events with the Company as set forth
in Item 304(a)(1)(v) of Regulation S-K.
Prior
to September 30, 2021, the Company did not consult with Borgers regarding (1) the application of accounting principles to specified transactions,
(2) the type of audit opinion that might be rendered on the Company's financial statements, (3) written or oral advice was provided
that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting
issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item
304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided a copy of the foregoing disclosures to Semple prior to the date of the filing of this report and requested that Semple
furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in
this Report. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
Item 5.02
|
Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers;
|
Joe
DiSalvo - Resignation
On
October 31, 2021, Mr. Joe DiSalvo voluntarily resigned as Director of the Board of Directors of the Company, effective immediately. The
resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies,
or practices.
The
Board approved and accepted Mr. DiSalvo's resignation on October 31, 2021.
Colorado state rules prohibit law enforcement officers,
including sheriffs, from serving on the Board of Directors ("Board") of a company that owns a cannabis license within the
state. To help the Company continue its expansion plans in Colorado, Independent Director Joe DiSalvo has offered to transition from
his role on the Board to a strategic advisory position to the Board. DiSalvo is a seasoned law enforcement officer with decades of experience
in supporting cannabis legalization. He is currently serving his third term as Sheriff of the Pitkin County Sheriff's Office, located
in Aspen, Colorado - a position he has held since 2010. He will continue to serve the Company as a key consultant to the executive
team - providing guidance on Colorado and national expansion.
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.
|
ITEM 9 LABS CORP.
|
|
|
|
Dated: November
3, 2021
|
By:
|
/s/ Robert
Mikkelsen
|
|
|
Robert Mikkelsen
|
|
|
Chief Financial Officer
|
Item 9 Labs (CE) (USOTC:INLB)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Item 9 Labs (CE) (USOTC:INLB)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025