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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 28, 2020

 

CONVERSION LABS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   000-55857   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[  ] Written communication 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)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

Dismissal of Independent Registered Public Accounting Firm

 

On September 28, 2020, Conversion Labs, Inc. (the “Company”) dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting firm (the “Dismissal’).

 

From January 1, 2020 through the date of the Dismissal, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

The audit reports of Borgers on the consolidated financial statements of the Company for each of the fiscal years ended December 31, 2019 and December 31, 2018 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. The audit reports for the years ended December 31, 2019 and December 31, 2018 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue as a going concern.

 

During the Company’s fiscal years ended December 31, 2019, and 2018 there were no disagreements with Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Borgers’ satisfaction, would have caused Borgers to make reference to the subject matter of the disagreement in connection with its reports.

 

The Company has provided Borgers a copy of the disclosures in this Form 8-K and has requested that Borgers furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of such letter, which is dated September 28, 2020, is filed as Exhibit 16.1 to this Form 8-K.

 

Appointment of Independent Registered Public Accounting Firm

 

On September 28, 2020, in connection with the Dismissal, the Board appointed Friedman LLP (“Friedman”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

During the two most recent fiscal years ended December 31, 2019 and December 31, 2018 and during the subsequent interim period from January 1, 2020 through September 22, 2020, neither the Company nor anyone on its behalf consulted Friedman regarding either (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 Friedman concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
16.1*   Letter from Borgers dated September 28, 2020

 

 
 

 

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.

 

  CONVERSION LABS, INC.
     
Date: September 29, 2020 By: /s/ Justin Schreiber
  Name: Justin Schreiber
  Title: Chief Executive Officer

 

 

 

 

Exhibit 16.1

 

5400 W Cedar Ave

Lakewood, CO 80226

Telephone: 303.953.1454

Fax: 303.945.7991

 

 

September 28, 2020

 

United States Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Conversion Labs, Inc.

 

Ladies and Gentleman:

 

We have read the statements under item 4.01 in the Form 8-K dated September 28, 2020, of Conversion Labs, Inc. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.

 

Sincerely,  
   
 
BF Borgers CPA PC  
Certified Public Accountants  
Lakewood, CO