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):June 26, 2019
ATTIS INDUSTRIES INC.
(Exact Name of Registrant as Specified in Charter)
| New York | | 001-13984 | | 13-3832215 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address of Principal Executive Offices) (Zip Code)
(678) 580-5661
(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 (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 |
| Common Stock, par value $0.025 | | ATIS | | The NASDAQ Capital Market |
Warrant to purchase Common Stock
(expiring January 30, 2022) | | ATISW | | The NASDAQ Capital Market |
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 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Report. |
On June 26, 2019, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of Attis Industries Inc. (the “Company”), following discussion between management and the Company’s predecessor independent registered public accounting firm, Moss Adams LLP, concluded that the following previously-filed financial statements of the Company should not be relied upon:
| | · | The Company’s unaudited financial statements for the quarterly period ended March 31, 2018, contained in the Company’s Quarterly Reports onForm 10-Q, originally filed with the Securities and Exchange Commission (“SEC”) on May 16, 2018 (the “Q1 Report”). |
The conclusion to prevent future reliance on the aforementioned financial statements resulted from the determination that the Q1 Report failed to properly account for certain liabilities related to warrants issued by the Company. Specifically, the Company has determined that:
1. In accordance with ASC 815, warrants issued by the Company in June 2017 and July 2017, in connection with the Company’s registered offering that closed on June 28, 2017, should have been recorded as liabilities based on the fact that the warrants do not expressly preclude the Company from becoming obligated to settle in cash if registered shares cannot be delivered to the warrant holders; and
2. In accordance with ASC 815, ASC 820, and ASC 470, the difference between the proceeds received and the fair value of the warrants attached to the shares of Series F Preferred Stock issued in the first quarter of 2018 should have been treated as an expense rather than as a deemed dividend.
Additionally, the Company did not correctly account for the Commercial Lease Agreement and Patent License Agreement with American Science and Technology, as described in the Company’s Current Report onForm 8-K filed with the SEC on November 9, 2017 as an acquisition, which should have been accounted for as a capital lease and license expense, respectively.
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.
| | Attis Industries Inc. |
| | | |
| Date: July 2, 2019 | By: | /s/Jeffrey Cosman |
| | | Jeffrey Cosman |
| | | Chief Executive Officer |
