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): May 31, 2024
HEALTH DISCOVERY CORPORATION
(Exact name of registrant as specified in charter)
| GA | 333-62216 | 74-3002154 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2002 SUMMIT BLVD, SUITE 300 | ||
| ATLANTA, GA | 30319 | |
| (Address of principal executive offices) | (Zip Code) |
(404) 566-4865
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act.
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
☐ Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act.
☐ Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act.
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | HDVY | 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. |
On May 31, 2024, the Board of Directors received notice from Frazier & Deeter, LLC (“Frazier & Deeter”), the independent registered public accounting firm of Health Discovery Corporation (the “Company”), that they were resigning as the Company’s registered accounting firm effective immediately.
The reports of Frazier & Deeter on the financial statements of the Company for the fiscal year ended December 31, 2020, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except the opinion included an explanatory paragraph referring to the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years and through the date of this Current Report on Form 8-K (i) there were no disagreements with Frazier & Deeter on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Frazier & Deeter’s satisfaction, would have caused Frazier & Deeter to make reference to the subject matter in connection with their reports on the Company’s financial statements for such years; and (ii) there were no reportable events, within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company provided a copy of the foregoing disclosures to Frazier & Deeter prior to the date of the filing of this Current Report on Form 8-K (this “Report”) and requested that Frazier & Deeter furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.
The full board of directors acts as an audit committee and will be provided a copy of the 8k filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description |
| 16.1 | Letter of Frazier & Deeter, LLC dated June 6, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
| HEALTH DISCOVERY CORPORATION | ||
| Registrant | ||
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| Dated: June 6, 2024 | By: | /s/ Colleen Hutchinson |
Colleen Hutchinson Board Member | ||
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