UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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): September 22, 2021 (September 15, 2021)
LUCKWEL PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-187874 | 46-1660653 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 125 Cambridge Park Drive, Suite 301,Cambridge | MA 02140 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, include area code +1 (617) 430 5222
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K (“Amendment No. 1”) amends Luckwel Pharmaceuticals Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2021 (the “Initial Form 8-K”) to (i) correct some typographical errors in the Initial Form 8-K and to (ii) include Marcum’s letter to the Securities and Exchange Commission dated September 22, 2021 on whether they agree or disagree with the statements made in the Initial Form 8-K.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On September 15, 2021, our independent registered public accounting firm, Marcum LLP (“Marcum”) notified us in writing that our client-auditor relationship had ceased to be effective as of September 13, 2021. Marcum’s resignation was accepted and approved by Kingrich Lee, our Chief Executive Officer and sole director, on September 20, 2021. Marcum’s reports on the financial statements for the years ended March 31, 2020 and March 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles but it included an explanatory paragraph concerning the uncertainty of the Company’s ability to continue as a going concern.
During the years ended March 31, 2020 and March 31, 2019 and subsequent interim period preceding such resignation there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. Additionally, during this time period, there were no reportable events as described in Item 304(a)(v) of Regulation S-K other than the matters regarding the withdrawal of filings on Forms 10-Q and 10-K that is disclosed in Item 4.02 below, and the communication by Marcum of material weaknesses in our internal controls over financial reporting, as described in Item 9A of our Form 10-K for the year ended March 31, 2020 filed on June 10, 2021.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On September 20, 2021, our Chief Executive Officer and sole director, Kingrich Lee, determined that it is appropriate to withdraw our previously filed financial statements as of (i) June 30, 2020 and for the three months ended June 30, 2020, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on September 7, 2021, (ii) September 30, 2020 and for the three and six months ended September 30, 2020, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed on September 8, 2021, (iii) December 31, 2020 and for the three and nine months ended December 31, 2020, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2020, filed on September 8, 2021, and (iv) March 31, 2021 for the year ended March 31, 2021, which were included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, filed on September 9, 2021, (the “Non-Reliance Period,” and the financial statements, the “Non-Reliance Financial Statements”). On September 9, 2021, Marcum notified us that the withdrawal of these financial statements is necessary since Marcum had not completed its review of Non-Reliance Financing Statements (i) – (iii) and had not provided the requisite authorizations to file these statements. Further, Marcum had not completed its audit procedures with respect to Non-Reliance Financial Statements (iv), nor had it provided authorization to file and sign the audit report contained therein.
Accordingly, Mr. Lee has determined that the Non-Reliance Financial Statements included in these filings on Forms 10-Q and 10-K should no longer be relied upon. We are presently amending the Non-Reliance Financial Statements and will ensure that the aforementioned financial statements and periodic reports will be properly reviewed and authorized by our new independent registered public accounting firm before filing.
Marcum was provided a copy of the disclosures made in the Initial Form 8-K and was requested to furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with our statements in Item 4.01 and Item 4.02 of the Initial Form 8-K so that it can be filed with the Securities and Exchange Commission. Attached to this Amendment No. 1 as Exhibit 16.1 is a copy of Marcum’s letter, dated September 22, 2021.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter of Marcum LLP, dated September 22, 2021 |
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.
| LUCKWEL PHARMACEUTICALS INC. | ||
| Date: September 22, 2021 | /s/ Kingrich Lee | |
| Name: | Kingrich Lee | |
| Title: | Chief Executive Officer and Chief Financial Officer | |