8-K 1 form8-k.htm

 

 

 

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): September 28, 2015

 

TARGETED MEDICAL PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   000-53071   20-5863618
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File Number)   Identification No.)

 

2980 BEVERLY GLEN CIRCLE, SUITE 301

LOS ANGELES, CA 90077

(Address of principal executive offices)

 

(310) 474-9808

(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))

 

 

 

   

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On September 29, 2015, Targeted Medical Pharma, Inc., a Delaware corporation (the “Company”), dismissed the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”) effective immediately. The decision to dismiss Marcum was approved by the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company on September 28, 2015.

 

In connection with the audits of the fiscal years ended December 31, 2014 and 2013 and through September 28, 2015, there were (i) no disagreements with Marcum 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 Marcum would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report; (2) no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

Marcum’s report on the financial statements of the Company for the years ended December 31, 2014 and 2013 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles except that both reports stated there is substantial doubt about the Company’s ability to continue as a going concern due to the Company’s financial condition as of December 31, 2014 and December 31, 2013.

 

The Company has provided Marcum with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”), and has requested that Marcum furnish a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter, dated October 1, 2015, indicating that it is in agreement with such disclosures is filed as Exhibit 16.1 to this Form 8-K.

 

On September 29, 2015, the Company engaged Squar Milner, LLP as the Company’s independent registered public accounting firm effective immediately. The engagement was approved by the Audit Committee on September 28, 2015. Prior to September 28, 2015, neither the Company nor anyone acting on its behalf consulted with Squar Milner, LLP regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has authorized Marcum to respond fully to any inquiries of Squar Milner, LLP.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.   Description
     
16.1   Letter to the Securities and Exchange Commission from Marcum LLP dated October 1, 2015.

 

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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.

 

Dated: October 1, 2015

 

  TARGETED MEDICAL PHARMA, INC.
     
  By: /s/ William B. Horne
  Name: William B. Horne
    Chief Financial Officer

 

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