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): November 15, 2019
Newgioco Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-50045 | 33-0823179 |
| (State or other jurisdiction of Incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of Principal Executive Offices)
+39 391 306 4134
(Registrant’s Telephone Number, Including Area Code)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communication 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:None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR his 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. |
| (a) | Previous Independent Registered Public Accounting Firm |
On November 15, 2019, in connection with its United States expansion plans and potential Nasdaq listing, the Audit Committee of the Board of Directors of Newgioco Group, Inc. (the “Company”) dismissed Pitagora Revisione S.r.l. (“Pitagora”) as its independent registered public accounting firm.
Pitagora’s reports on the Company’s financial statements as of and for the two years ended December 31, 2018 and 2017, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2018 and 2017, and the subsequent interim periods through November 15, 2019, there were no disagreements with Pitagora 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 Pitagora would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such years.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through November 15, 2019, there were no events otherwise reportable under Item 304(a)(1)(v) of Regulation S-K.
The Company provided Pitagora with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”), and requested Pitagora furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company above, and if not, stating the respects in which it does not agree. A copy of Pitagora’s letter, dated November 20, 2019, is attached hereto as Exhibit 16.1.
The Company intends to continue to use Pitagora for statutory filings in Italy due to their knowledge of the Italian gaming business and experience with the Company.
| (b) | New Independent Registered Public Accounting Firm |
Also on November 15, 2019, in connection with its United States expansion plans and potential Nasdaq listing, the Audit Committee of the Board of Directors of the Company approved the appointment of BDO AG based in Zurich, Switzerland (“BDO”) as its new independent registered public accounting firm responsible for auditing its financial statements. During the Company’s two most recent fiscal years ended December 31, 2018 and 2017, and the subsequent interim period through November 15, 2019, neither the Company, nor anyone on its behalf, consulted with BDO 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 was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) 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.
| Date: November 20, 2019 | NEWGIOCO GROUP, INC. |
| | |
| | By: /s/ Michele Ciavarella |
| | Name: Michele Ciavarella |
| | Title: Chief Executive Officer |
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