0001477932-17-000831.txt : 20170216 0001477932-17-000831.hdr.sgml : 20170216 20170216164653 ACCESSION NUMBER: 0001477932-17-000831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170215 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170216 DATE AS OF CHANGE: 20170216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANHATTAN SCIENTIFICS INC CENTRAL INDEX KEY: 0001099132 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 850460639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28411 FILM NUMBER: 17618505 BUSINESS ADDRESS: STREET 1: THE CHRYSLER BUILDING STREET 2: 405 LEXINGTON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-541-2405 MAIL ADDRESS: STREET 1: THE CHRYSLER BUILDING STREET 2: 405 LEXINGTON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 8-K 1 mhtx_8k.htm FORM 8-K mhtx_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest reported): February 15, 2017

 

MANHATTAN SCIENTIFICS, INC.

(Exact name of registrant as specified in charter)

 

Delaware

000-28411

85-0460639

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

 

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York, 10174

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including area code: (212) 541-2405

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

Item 4.01 Change in Registrants Certifying Accountant

 

Previous independent registered public accounting firm

 

On February 16, 2017 (the “Dismissal Date”), Manhattan Scientifics, Inc. (the “Company”) advised RBSM LLP (the “Former Auditor”) that it was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on February 16, 2017. The report of the Former Auditor on the Company’s financial statements for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

 

During the years ended December 31, 2014 and 2015 and through the Dismissal Date, the Company has not had any disagreements with 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 Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

 

During the years ended December 31, 2014 and 2015 and through the Dismissal Date, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit 16.1.

 

New independent registered public accounting firm

 

On February 15, 2017 (the “Engagement Date”), the Company engaged AMC Auditing Inc. (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2016. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

 

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

 

 

1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

 

 

 

 

2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

 
 
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Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial statements of businesses acquired.

 

Not applicable

 

(b)

Pro forma financial information.

 

Not applicable

 

(c) Shell company transactions.

 

 

Not applicable

 

(d) Exhibits

 

 

Exhibit No.

Description of Exhibit

 

 

 

16.1

Letter from RBSM LLP


 
3
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MANHATTAN SCIENTIFICS, INC.

Date: February 16, 2017

By:

/s/ Emmanuel Tsoupanarias

New York, New York

Name:

Emmanuel Tsoupanarias

Title:

Chief Executive Officer


 

4

 

EX-16.1 2 mhtx_ex161.htm LETTER FROM RBSM LLP mhtx_ex161.htm

EXHIBIT 16.1

 

February 16, 2017

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549 – 7561

 

Re: Manhattan Scientifics, Inc.

Commission File No. 000-28411

 

Ladies and Gentlemen:

 

We have read Item 4.01 of Manhattan Scientifics, Inc.’s Form 8-K dated February 15, 2017 and we agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements contained therein.

 

Sincerely,

 

/s/ RBSM LLP