SEC Connect
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): January 5,
2017
MEDITE CANCER DIAGNOSTICS,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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333-143570
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36-4296006
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4203 SW 34th St.
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Orlando,
FL
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32811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(407)
996-9630
(Registrant’s
telephone number, including area code)
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 4.01 Changes in
Registrant’s Certifying Accountant
On
January 5, 2017, upon the recommendation of the Company’s
Audit Committee, the Board of Directors of MEDITE Cancer
Diagnostics, Inc. (the “Company”) dismissed
WithumSmith+Brown, PC (“Withum”) as the Company’s
independent registered public accounting firm.
The
report of Withum on the
Company’s consolidated financial statements for the
fiscal year ended December 31, 2015, 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.
In connection with the audit of the Company’s consolidated financial
statements for the fiscal year ended December 31, 2015, (1) there
were no disagreements with Withum on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope and procedure which, if not resolved to the satisfaction of
Withum, would have caused Withum to make reference to the matter in
its report and (2) there were no “reportable events” as that
term is defined in Item 304 of Regulation S-K promulgated under the
Securities Exchange Act of 1934 (“Item 304”). The Company
provided Withum with a copy of
the disclosures made pursuant to this Item 4.01 prior to the filing
of this Current Report on Form 8-K.The
Company has requested Withum to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements.
A copy of that letter, dated January 11, 2017, is filed as Exhibit
16.1 to this Form 8-K.
On January 11, 2017 (the “Engagement
Date”), upon the recommendation of the Company’s Audit
Committee, the Board of Directors of the Company engaged KMJ
Corbin & Company LLP (“KMJ”) as the Company’s independent registered
public accounting firm, beginning with the period ended December
31, 2016.
During
the Company's two most recent fiscal years, the subsequent interim
periods thereto, and through the Engagement Date, neither the
Company nor anyone on its behalf consulted KMJ regarding either (1)
the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements; or (2)
any matter regarding the Company that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and related instructions to Item 304 of Regulation S-K) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).
Item
9.01
Financial Statements and Exhibits
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Exhibit
No.
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Description
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16.1
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Letter dated
January 11, 2017, from WithumSmith+Brown, PC. to the
Securities and Exchange Commission
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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.
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MEDITE
CANCER DIAGNOSTICS, INC.
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Date:
January 11, 2017
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By:
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/s/ David Patterson
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David
Patterson
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Chief
Executive Officer
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