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 2, 2015
NOBILIS HEALTH CORP.
(Exact name of registrant as specified in its charter)
British Columbia | 000-55274 | 98-1188172 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
11700 Katy Freeway, Suite 300, Houston, Texas | 77079 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code
(713) 355-8614
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:
¨ | 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 | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT |
Resignation of Calvetti Ferguson P.C.
On September 2, 2015, Calvetti Ferguson P.C. (Calvetti) tendered its resignation as the independent registered public accounting firm of Nobilis Health Corp. (the Company). Calvettis resignation will be effective as of August 14, 2015 following the Companys filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015. Calvettis resignation as the Companys independent auditors followed the Companys determination to engage another independent auditing firm. The foregoing determination by the Company was made upon approval and recommendation of the Audit Committee of the Board of Directors (the Audit Committee).
Calvetti reported on the Companys financial statements for the years ended as of December 31, 2014 and 2013. Calvettis reports on the Companys financial statements for such fiscal periods as of December 31, 2014 and 2013, respectively, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Companys two most recent fiscal years ended December 31, 2014 and 2013 and the interim period through the effective date of Calvettis resignation, (i) there were no disagreements with Calvetti on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Calvettis satisfaction, would have caused Calvetti to make reference to the subject matter of such disagreements in its reports on the Companys consolidated financial statements for such year, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Calvetti with a copy of the foregoing disclosures and requested that it furnish a letter to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of Crowe Horwath LLP
On September 2, 2015, the engagement of Crowe Horwath LLP (Crowe) as the Companys new independent registered public accounting firm to audit the Companys financial statements for the year ending December 31, 2015 was reviewed, recommended and approved by the Audit Committee and ratified by the Companys Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) 16.1 Cavetti Letter dated September 2, 2015.
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.
NOBILIS HEALTH CORP. |
/s/ Kenneth Klein |
Kenneth Klein |
Chief Financial Officer |
Date: September 4, 2015
INDEX TO EXHIBITS
Exhibit Number |
Description of Exhibit | |
16.1 | Cavetti Letter dated September 2, 2015. |
Exhibit 16.1
September 2, 2015
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated September 2, 2015, of Nobilis Health Corp. and are in agreement with the statements in the paragraphs within that Item as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ CALVETTI FERGUSON P.C.
Houston, Texas