SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2009
Intellect Neurosciences, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 333-128226 | 20-2777006 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
| 7 West 18th Street, New York, NY | 10011 |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 448-9300
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Dismissal of previous independent registered public accounting firm
This Amendment amends the Current Report on Form 8-K filed on January 23, 2009 (the “Original 8-K”) by Intellect Neurosciences, Inc. (the “Company”) relating to changes in the Company’s independent registered public accounting firm. As disclosed in the Original 8-K, effective January 19, 2009, the Company dismissed Eisner LLP (“Eisner”), which served as the Company’s independent auditor for the period from May 10, 2007 to January 19, 2009 (the “Period”). The Board of Directors of the Company approved the dismissal of Eisner.
Except as noted in the following paragraph, Eisner’s reports during the Period did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
The audit report prepared by Eisner relating to the Company’s consolidated financial statements for the period ended June 30, 2008 and disclosed in the Company’s Form 10-KSB filed November 7, 2008 includes an explanatory paragraph expressing the substantial doubt about the Company’s ability to continue as a going concern. The conclusion of Eisner that the Company may be unable to continue as a going concern was based on the following: the Company has a negative working capital position, a total capital deficiency, net cash outflows from operating activities, recurring net operating losses, defaults on certain debt obligations and dependence on equity and debt financings to support the Company’s business efforts.
In connection with the audits of the Company’s financial statements for the fiscal years ended June 30, 2008 and 2007, and in the subsequent interim period through January 19, 2009 (the date of the dismissal of Eisner), there were no disagreements with Eisner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedure which, if not resolved to the satisfaction of Eisner, would have caused it to make reference to the subject matter of the disagreement in connection with its report.
Except as noted in the following paragraph, during the Period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
As disclosed in the Company’s Annual Report on Form 10-KSB/A for the fiscal year ended June 30, 2008, the Company identified a material weakness in internal control over financial reporting arising from failure to maintain a sufficient complement of personnel with the appropriate level of knowledge, experience and training in the application of accounting principles generally accepted in the United States and in internal control over financial reporting commensurate with the Company’s financial reporting obligations under the Securities Exchange Act of 1934, as amended and the Company’s resultant non-compliance with Section 404 of the Sarbanes-Oxley Act and current SEC regulations which require the Company to furnish a report of management regarding the Company’s internal control over financial reporting. Upon identification of the material weakness, the Audit Committee of the Board of Directors consulted with Company management regarding the material weakness identified above and related remediation efforts. There was no disagreement with Eisner concerning management’s disclosure of this material weakness in internal control over financial reporting by the Company.
The Company made the contents of the Original 8-K filing and this current report on Form 8-K/A available to Eisner and requested it to furnish a letter to the Company addressed to the Securities and Exchange Commission as to whether or not Eisner agrees or disagrees with, or wishes to clarify the Company’s expression of its views. A copy of such letter, dated February 2, 2009, is filed as Exhibit 16.1 to this Current Report on Form 8-KA.
New independent registered public accounting firm
As was also reported in the Original 8-K, effective January 19, 2009, the Company engaged Paritz & Company, P.A. (“Paritz”) as its independent registered accounting firm for the fiscal year ending June 30, 2009. The Board of Directors of the Company approved the appointment of Paritz.
For the fiscal years ended June 30, 2008 and 2007, through the date of engagement (January 19, 2009), neither the Company nor anyone acting on its behalf consulted with Paritz 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 consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Paritz concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description of Exhibit |
| 16.1 | | Letter from Eisner LLP to Securities and Exchange Commission dated February 2, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | INTELLECT NEUROSCIENCES, INC. |
| | | |
| | | |
| Date: February 4, 2009 | By: | /s/ Elliot Maza |
| | | Name: Elliot Maza |
| | | Title: President and CFO |
