Eightco Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01. Changes in Registrant’s Certifying Accountant.
Resignation of Independent Registered Public Accounting Firm
On September 30, 2024, in conjunction with its exit from providing audit services to publicly traded companies, Morison Cogen LLP (“Morison Cogen”) resigned from its role as independent registered public accounting firm for Eightco Holdings Inc. (the “Company”). The Audit Committee of the Board of Directors of the Company approved the resignation of Morrison Cogen. In connection with the foregoing exit, the audit partner and audit manager at Morison Cogen who were in charge of the Company’s audit left such firm to join Stephano Slack LLC, which firm has been engaged by the Company as described below.
Morison Cogen’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that Morison Cogen’s Independent Auditor’s Reports dated April 1, 2024 expressed substantial doubt about the Company’s ability to continue as a going concern due to the Company’s losses and negative cash flows from operations.
During the fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period through September 30, 2024, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Morison Cogen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Morison Cogen’s satisfaction, would have caused Morison Cogen to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Morison Cogen with a copy of the above disclosures and requested that Morison Cogen furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Morison Cogen’s letter dated October 4, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Newly Engaged Independent Registered Public Accounting Firm
On October 4, 2024, the Company engaged Stephano Slack LLC as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2024 (after receiving approval of the Company’s Board of Directors).
During the Company’s fiscal years ended December 31, 2023 and December 31, 2022 and the subsequent interim period through October 4, 2024, neither the Company nor anyone on its behalf has consulted with Stephano Slack LLC regarding (i) 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 financial statements, and neither a written report nor oral advice was provided to the Company that Stephano Slack LLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. | Description of Exhibit | |
| 16.1 | Letter from Morison Cogen LLP addressed to the Securities and Exchange Commission dated October 4, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: October 4, 2024 | ||
| Eightco Holdings Inc. | ||
| By: | /s/ Paul Vassilakos | |
| Name: | Paul Vassilakos | |
| Title: | Chief Executive Officer | |