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):
April 3, 2019
| FALCONSTOR SOFTWARE, INC. |
| (Exact name of registrant as specified in its charter) |
| |
|
|
| Delaware |
000-23970 |
77-0216135 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| |
|
|
| 701 Brazos Street, Suite 400, Austin, Texas |
78701 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: 631-777-5188
| N/A |
| (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))
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. |
On April 3, 2019,
the Audit Committee of the Board of Directors of the Company approved the engagement of Marcum LLP (“Marcum”) as the
Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019, effective
immediately, and dismissed RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm.
RBSM’s audit
report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2018 did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
RBSM was not the Company’s independent registered public accounting firm for the Company’s fiscal year ended December
31, 2017.
During the fiscal
year ended December 31, 2018, and the subsequent interim periods through April 3, 2019, there were (i) no disagreements (as described
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RBSM on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to RBSM’s
satisfaction, would have caused RBSM to make reference thereto in their reports on the 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
RBSM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that RBSM furnish a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of RBSM’s
letter dated April 8, 2019, is filed as Exhibit 16.1 hereto.
During the fiscal
years ended December 31, 2018 and 2017, and the subsequent interim periods through April 3, 2019, neither the Company nor anyone
acting on its behalf has consulted with Marcum regarding (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or
the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the
Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| |
Exhibit No. |
Exhibits |
| |
16.1 |
Letter of RBSM LLP, dated April 8, 2019. |
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: April 9, 2019 |
FALCONSTOR SOFTWARE, INC. |
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|
| |
|
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By: |
/s/ Brad Wolfe |
| |
|
Name: |
Brad Wolfe |
| |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
