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): October 4, 2016

 

DELMAR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-54801   99-0360497
 (State or Other Jurisdiction
of Incorporation)   		 (Commission File Number) (I.R.S. Employer
Identification Number)

 

Suite 720-999 West Broadway

Vancouver, British Columbia

Canada V5Z 1K5

(Address of principal executive offices) (zip code)

 

(604) 629-5989

 (Registrant's telephone number, including area code)

 

 Copies to:

Gregory Sichenzia, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

 

 

(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 October 4, 2016, DelMar Pharmaceuticals, Inc., (the “Company”) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm.

 

The reports of PwC on the Company’s financial statements for the two most recent 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 principles except that the report of PwC pertaining to the fiscal year ended June 30, 2015 expressed substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company’s two most recent fiscal years ended June 30, 2016 and 2015, and during the subsequent interim period preceding the dismissal of PwC, there were: (i) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC would have caused them to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no reportable events of the type listed in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided PwC with a copy of the disclosures made in this Current Report on Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the disclosures. A copy of such letter is filed as Exhibit 16.1 to this report.

 

On October 7, 2016, the Company engaged Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm. During the two most recent fiscal years and in the subsequent interim period through October 7, 2016, the Company has not consulted with Ernst & Young with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

The decision to terminate PwC and engage Ernst & Young was approved by the Audit Committee of the Company’s Board of Directors.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

  16.1 Letter of PricewaterhouseCoopers LLP

 

  2  

 

 

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.

 

  DELMAR PHARMACEUTICALS, INC.
     
Dated:  October 7, 2016 By: /s/ Jeffrey Bacha
    Name: Jeffrey Bacha
    Title:   Chief Executive Officer

 

 

3

 

Exhibit 16.1

 

 

 

October 7, 2016

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Commissioners:

 

We have read the statements made by DelMar Pharmaceuticals, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8K, as part of the Form 8-K of DelMar Pharmaceuticals, Inc. dated October 7, 2016. We agree with the statements concerning our Firm in such Form 8-K.

 

Very truly yours,

 

(signed) PricewaterhouseCoopers LLP

 

Chartered Professional Accountants

 

 

 

 

 

 

 

 

 

 

 

 

 

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.