UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2018
hopTo Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21683 | 13-3899021 | ||
| (State
or Other Jurisdiction of Incorporation) |
Commission
File Number |
(IRS
Employer Identification No.) |
| 6 Loudon Road, Suite 200 | 03301 | |
| Concord, NH | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (800) 472-7466
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 (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.
Resignation of Macias Gini & O’Connell LLP
On April 22, 2018, Macias Gini & O’Connell LLP (“MGO”) notified the Company that MGO was resigning as the Company’s independent accountant, effective immediately.
MGO audited the financial statements of the Company for the two years ended December 31, 2017. The report of MGO on such financial statements, dated April 17, 2018, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
For the past two fiscal years and subsequent interim periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of MGO, would have caused them to make reference thereto in their report on the financial statements.
During the two most recent fiscal years and the interim period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-B.
We have provided MGO a copy of the disclosure made in response to this Item 4.01 and have requested that MGO provide a letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein. Pursuant to our request, MGO has provided the letter attached hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed with this report:
| Exhibit No. | Description | |
| Exhibit 16.1 | Letter to SEC from Macias Gini & O’Connell LLP dated April 26, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| hopTo Inc. | ||
| Dated: April 26, 2018 | By: | /s/ Jean-Louis Casabonne |
| Jean-Louis Casabonne | ||
| Interim Chief Executive Officer, Chief Financial Officer, Secretary | ||
April 26, 2018
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 22, 2018, to be filed by our former client, hopTo, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ Macias Gini & O’Connell LLP
