UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 11, 2018
SIGMA LABS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada | | 001-38015 | | 27-1865814 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3900 Paseo del Sol, Santa Fe, New Mexico 87507 |
(Address of Principal Executive Offices) (Zip Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
Registrant’s telephone number, including area code:(505) 438-2576
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)
[ ] 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))
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. [ ]
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Item 4.01.Changes in Registrant’s Certifying Accountant.
(a)Previous Independent Accounting Firm
On January 11, 2018, Sigma Labs, Inc. (“we,” “our,” “us” or the “Company”) was informed by Pritchett, Siler and Hardy P.C. ("PSH"), our prior independent registered public accounting firm, that Haynie & Company ("H&C") acquired certain assets of PSH. As a result of the acquisition, on January 11, 2018, PSH resigned as the independent public accounting firm of the Company.
The reports of PSH on the Company’s financial statements for the two most recent fiscal years 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.
During the two most recent fiscal years and through January 11, 2018, (i) there were no disagreements between the Company and PSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PSH, would have caused PSH to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements for such years, and (ii) PSH did not advise us of any of the events requiring reporting in this Current Report on Form 8-K under Item 304(a)(1)(v) of Regulation S-K.
The Company provided PSH with a copy of the foregoing disclosures and requested that PSH furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not PSH agrees with the disclosures. A copy of such letter, dated January 17, 2018, is attached as Exhibit 16.1.
(b)New Independent Accounting Firm
Effective January 11, 2018, we engaged H&C to serve as our independent registered public accounting firm for the year ending December 31, 2018. The engagement of H&C was approved by our Audit Committee.
During the Company’s two most recent fiscal years and through January 11, 2018, neither we nor anyone acting on our behalf consulted with H&C 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 our financial statements, and neither a written report nor oral advice was provided to the Company that H&C concluded 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 and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number | | Description |
16.1 | | Letter to the Securities and Exchange Commission from Pritchett, Siler and Hardy P.C. regarding the matters disclosed in Item 4.01 of this Current Report on Form 8-K |
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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 hereunto duly authorized.
January 17, 2018 | SIGMA LABS, INC. |
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| By:/s/ John Rice |
| Name:John Rice |
| Title:Interim Chief Executive Officer |
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