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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): July 3,
2019
DROPCAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-34643
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98-0204758
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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DropCar, Inc.
1412 Broadway, Suite 2105
New York, New York 10018
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(646) 342-1595
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, par value $0.0001 per share
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DCAR
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The
Nasdaq Stock Market
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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 Change in Registrant’s Certifying
Accountant.
(a)
Effective July 3, 2019, the Audit Committe on behalf of the Board
of Directors (the “Board”) of DropCar, Inc. (the
“Company”) approved the dismissal of EisnerAmper LLP
(“Eisner”) as the Company’s independent
registered public accounting firm.
The reports of Eisner on the Company’s financial statements
for each of the two fiscal years ended December 31, 2018 and
December 31, 2017 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles, except that the
report contained an explanatory paragraph relating to the Company's
ability to continue as a growing concern.
In connection with the audits of the Company’s financial
statements for each of the two fiscal years ended December 31, 2018
and December 31, 2017, and in the subsequent interim period through
July 3, 2019, there were no “disagreements” (as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and
related instructions) between the Company and Eisner on any matters
of accounting principles or practices, financial statement
disclosure or auditing scope and procedures which, if not resolved
to the satisfaction of Eisner, would have caused Eisner to make
reference to the subject matter of the disagreement in their
reports.
The Company provided Eisner with a copy of the disclosures it is
making in this Current Report on Form 8-K and requested that Eisner
furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements
contained herein. A copy of Eisner’s letter, dated July 8,
2019, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
(b)
Effective July 3, 2019, the Board approved, on behalf of the
Company, the engagement of Friedman LLP (“Friedman”) as
the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2019. Prior to July 3,
2019, Eisner served as the Company’s independent registered
public accounting firm since 2017.
During the years ended December 31, 2018 and 2017, and the
subsequent interim period through July 3, 2019, neither the Company
nor anyone on its behalf consulted with Friedman, regarding either
(i) the application of accounting principles to a specific
transaction, completed or proposed, or the type of audit opinion
that might be rendered on the Company’s financial statements,
and neither a written report nor oral advice was provided to the
Company that Friedman 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 either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Letter
from EisnerAmper LLP dated July 8, 2019.
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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.
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DROPCAR,
INC.
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Date:
July 10, 2019
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By:
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/s/
Spencer Richardson
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Name:
Spencer Richardson
Title:
Chief Executive Officer
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