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)
September 12, 2013
MULTICELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-10221 |
|
52-1412493 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
68 Cumberland Street, Suite 301
Woonsocket, RI 02895
(Address of principal executive offices,
including zip code)
(401) 762-0045
(Registrant’s telephone number, including
area code)
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)) |
| Item 4.01 | Changes in Registrant’s Certifying Accountant |
On September
12, 2013, Hansen, Barnett & Maxwell, P.C. (“HBM”) resigned as the independent
registered public accounting firm of MultiCell Technologies, Inc. (the “Company”). HBM recently entered into an agreement
with Eide Bailly LLP (“Eide Bailly”), pursuant to which Eide Bailly acquired the operations of HBM, and certain of
the professional staff and partners of HBM joined Eide Bailly either as employees or partners of Eide Bailly and will continue
to practice as members of Eide Bailly. Concurrent with the resignation of HBM, the Company, through and with the approval of its
Audit Committee, engaged Eide Bailly as its independent registered public accounting firm.
Prior to engaging Eide Bailly, the Company
did not consult with Eide Bailly regarding the application of accounting principles to a specific completed or contemplated transaction
or regarding the type of audit opinions that might be rendered by Eide Bailly on the Company’s financial statements, and
Eide Bailly did not provide any written report or oral advice that was an important factor considered by the Company in reaching
a decision as to any such accounting, auditing or financial reporting issue.
The reports
of HBM regarding the Company’s financial statements for the fiscal years ended November 30, 2012 and 2011 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended November 30, 2012 and 2011, and during the period from November 30, 2012 through September 12,
2013, the date of resignation, there were no disagreements with HBM 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 HBM would have
caused it to make reference to such disagreement in its reports.
The Company
provided HBM with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and
requested that HBM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September
12, 2013, is filed as Exhibit 16.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| 16.1 | Letter from Hansen, Barnett & Maxwell, P.C. to the Securities and Exchange Commission, dated September 12, 2013. |
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.
| |
|
MULTICELL TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ W. Gerald Newmin |
|
| |
|
W. Gerald Newmin
Chief Executive Officer, Chief Financial Officer |
Date: September 12, 2013
