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): February 8, 2016
Ember Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 033-13474-NY | 01-3341552 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
135 East 57th Street, 24th Floor New York, NY | 10022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 406-6243
___________________________________________________ (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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4-Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On February 8, 2016, we dismissed KLJ & Associates, LLP (the “Former Accountant”) as our independent auditor. Also on January 6, 2016, our board of directors appointed EisnerAmper LLP (the “New Accountant”) as our new independent registered public accounting firm.
The Former Accountant was engaged on July 14, 2015. From the time of its engagement through the date of its dismissal on February 8, 2016, the services provided by the Former Accountant consisted only of review of the Company’s financial statements for the quarters ended June 30, 2015 and September 30, 2015. The Former Accountant did not render an audit report on any of the Company’s annual financial statements because no annual report was due during the time of its engagement by the Company.
During the Company’s most recent fiscal year, the subsequent interim period thereto, and through February 8, 2016, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant 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 the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the Company’s most recent fiscal year, the subsequent interim period thereto, and through February 8, 2016, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K).
Prior to retaining the New Accountant, we did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On February 8, 2016, the Company provided the Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
SECTION 9 –Financial Statements and Exhibits
Item 9.01 Financial Statements and 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.
Ember Therapeutics, Inc.
/s/ Joseph Hernandez
Joseph Hernandez
Executive Chairman
Date: February 11, 2016
