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): February 11, 2019 (February 5, 2019)
ICTV BRANDS INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-49638 | | 76-0621102 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
489 Devon Park Drive, Suite 306
Wayne, PA 19087
(Address of principal executive offices)
484-598-2300
(Registrant’s telephone number, including area code)
Not Applicable
(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) |
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| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| | [ ] | 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. [ ]
| Item 4.01. | Changes in Registrant’s Certifying Accountants. |
| (a) | Dismissal of Independent Registered Public Accounting Firm. |
On February 5, 2019, ICTV Brands Inc. (the “Company”) dismissed EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm, which was approved by the Audit Committee of the Company’s Board of Directors. The decision to change the Company’s independent registered public accounting firm was the result of a comprehensive process conducted by the Audit Committee to evaluate and select an independent registered public accounting firm for the audit of the Company’s financial statements for the year ending December 31, 2018.
The audit reports of EisnerAmper on the consolidated financial statements of the Company for the years ended December 31, 2017 and December 31, 2016 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 EisnerAmper’s report dated May 31, 2018, on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2017, included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern. This explanatory paragraph was not included in EisnerAmper’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2016.
During the Company’s two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period through February 5, 2019, there were (i) no disagreements with EisnerAmper on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EisnerAmper’s satisfaction, would have caused EisnerAmper to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided EisnerAmper with a copy of the foregoing disclosures and requested it to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether EisnerAmper agrees with the statements made by the Company in the Report. A copy of the letter has been filed as Exhibit 16.1 to this Form 8-K.
| (b) | Engagement of New Independent Registered Public Accounting Firm. |
On February 5, 2019, the Company engaged Friedman LLP (“Friedman”) as the Company’s independent registered public accounting firm for the year ending December 31, 2018, which was approved by the Audit Committee of the Company’s Board of Directors.
During the Company’s two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period from January 1, 2018 through February 5, 2019, neither the Company nor anyone on its behalf has consulted with Friedman regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Friedman concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Unless otherwise indicated, the following exhibits are filed herewith:
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.
| | ICTV BRANDS INC. |
| | | |
| Date: February 11, 2019 | By: | /s/ Kelvin Claney |
| | Name: | Kelvin Claney |
| | Title: | Chief Executive Officer |
