Current Report Filing (8-k)
13 5월 2023 - 5:31AM
Edgar (US Regulatory)
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2023-05-12
2023-05-12
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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): May 12, 2023
QSAM
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41337 |
|
20-1602779 |
(State
or other jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
of
incorporation) |
|
Number) |
|
Identification
Number) |
9442
Capital of Texas Hwy N, Plaza
1, Suite 500 |
|
78759 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
Registrant’s
telephone number, including area code |
|
(512)
343-4558 |
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
On
May 12, 2023, the Audit Committee of the Board of Directors of QSAM Biosciences, Inc. (the “Company”) appointed Assurance
Dimensions, Inc. (“Assurance Dimensions”) as our independent registered public accounting firm for the fiscal year ending
December 31, 2023, subject to normal and customary client engagement procedures. On the same day, the Audit Committee dismissed D. Brooks
and Associates, CPAs, P.A. (“D. Brooks”) as our independent registered public accounting firm.
The
reports of D. Brooks on our consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 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 fiscal years ended in December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through May 12, 2023, there
were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between us and D. Brooks on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to D. Brooks’s
satisfaction would have caused it to make reference to the subject matter of such disagreements in connection with its reports on our
consolidated financial statements for such years; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
The
Company provided D. Brooks with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report
on Form 8-K, and requested that D. Brooks furnish it with a letter addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements. A copy of D. Brooks’ letter dated May 12, 2023 regarding the above disclosures is filed as
Exhibit 16 to this report.
During
the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through May 12, 2023, neither
we nor anyone on our behalf consulted with Assurance Dimensions 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 with respect to our consolidated financial
statements, in any case where a written report or oral advice was provided to us by Assurance Dimensions that Assurance Dimensions concluded
was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii)
any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable
event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
Date:
May 12, 2023 |
QSAM
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Douglas Baum |
|
|
Douglas
Baum |
|
|
Chief
Executive Officer |
Common Stock (QB) (USOTC:QSAM)
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