Form 8-K - Current report
04 7월 2023 - 4:26AM
Edgar (US Regulatory)
0001459188
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0001459188
2023-07-03
2023-07-03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
July 3, 2023
FUEL DOCTOR HOLDINGS, INC.
(Name of Registrant as specified in its charter)
Delaware |
|
333-161052 |
|
20-2274999 |
(State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
20 Raul Wallenberg Street |
|
|
Tel Aviv, Israel |
|
6971916 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(+972) 9 796 7175
(Registrant’s telephone number, including
area code)
Not applicable
(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 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 4.01 |
Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Previous Independent Registered
Public Accounting Firm
On July 3, 2023 (the “Effective Date”), the board of directors
of Fuel Doctor Holdings, Inc. (the “Board” and the “Company”, respectively) approved the dismissal of Liebman
Goldberg & Hymowitz, LLP (“Former Auditor”) as its independent registered public accounting firm. The Former Auditor had
served as the Company’s independent registered public accounting firm since February 8, 2022.
Except for an explanatory paragraph in the Former Auditor’s audit
report regarding substantial doubt about the Company’s ability to continue as a going concern, the audit reports of the Former Auditor
on the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2022 and 2021, and the subsequent
interim period through the Effective Date, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former
Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s
financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the
related instructions).
The Company provided the Former Auditor with a copy of the disclosures
it is making in this Current Report on Form 8-K and requested that the Former Auditor furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which
it does not agree. A copy of the letter provided by the Former Auditor, dated July 3, 2023, is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
(b) Appointment of New Independent Registered
Public Accounting Firm
Effective as of the Effective Date, the Board
appointed Elkana Amitai, CPA (“New Auditor”) as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2023, effective immediately upon the dismissal of the Former Auditor. During the fiscal years ended December
31, 2022 and 2011, and the subsequent interim period through the Effective Date, neither the Company, nor anyone on its behalf, consulted
the New Auditor regarding (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 financial statements, and no written report or oral advice was provided
to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K).
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.
|
Fuel Doctor Holdings, Inc. |
|
|
|
|
By: |
/s/ Gadi Levin |
|
Name: |
Gadi Levin |
|
Title: |
Chief Financial Officer |
Date: July 3, 2023
2
Exhibit 16.1
July 3, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statement made by Fuel Doctor Holdings, Inc. under
Item 4.01 of its Current Report on Form 8-K to be filed with the Securities and Exchange Commission on July 3, 2023. We agree with the
statements concerning our firm contained therein.
We have no basis to agree or disagree with statements pertaining to
the successor accountants.
Yours truly,
/s/ Liebman Goldberg & Hymowitz, LLP
Liebman Goldberg & Hymowitz, LLP
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