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):
November 22, 2016
RASNA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in
Charter)
| Nevada |
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333- 191083 |
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39-2080103 |
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(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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420 Lexington Avenue, Suite 2525,
New York, NY |
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10170 |
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(Zip Code) |
Registrant’s telephone number, including
area code: 201-994-9936
(Former name or former address, if changed
since last report)
Copies to:
Jeffrey Fessler, Esq.
Sheppard, Mullin, Richter & Hampton
LLP
30 Rockefeller Plaza
New York, New York 10112
Telephone: (212) 653-8700
Facsimile: (212) 653-8701
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:
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 Registrant’s Certifying Accountant |
On November 22, 2016, the Company dismissed
BDO LLP (“BDO”) as the Company’s independent registered public accounting firm, effective immediately.
On November 22, 2016, the Company appointed Marcum LLP (“Marcum”) as the Company’s new independent registered
public accounting firm effective as of November 22, 2016.
The Audit Committee of the board of directors
of the Company approved the dismissal of BDO and the appointment of Marcum.
The reports of BDO on the Company’s
financial statements for each of fiscal years ended June 30, 2016 and 2015 did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended June 30,
2016 and 2015, and the subsequent interim period through November 22, 2016, 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 BDO on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to
the satisfaction of BDO would have caused BDO to make reference thereto in their reports on the financial statements for such years.
The Company provided BDO with a copy of
the disclosures it is making in this Current Report on Form 8-K and requested that BDO 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 BDO’s
letter, dated November 28, 2016, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal year ended June 30, 2016
and the period from July 1, 2016 through November 28, 2016, neither the Company, nor anyone acting on its behalf, consulted
with Marcum regarding (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that may be rendered on the Company’s financial statements, and Marcum did not provide either
a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as
to the 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 |
The exhibits listed
in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description |
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| 16.1 |
Letter from BDO LLP dated November
28, 2016 |
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
thereunto duly authorized.
Date: November 28, 2016
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RASNA THERAPEUTICS, INC. |
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By: |
/s/ James Tripp |
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Name: James Tripp |
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Title: Acting Chief Executive Officer |
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