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): May 12, 2023
Vicapsys Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-56145 | 91-1930691 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
7778 Mcginnis Ferry Rd. #270
Suwanee, GA 30024
(Address of principal executive offices, including ZIP code)
(972) 891-8033
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| N/A | N/A | NA |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 May 12, 2023, the Board of Directors (the “Board”) of the Vicapsys Life Sciences, Inc. (the “Company”) approved the dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting firm effective May 12, 2023.
The audit reports of D. Brooks on the Company’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2022 and 2021 contained an explanatory paragraph regarding the substantial doubt out the Company’s ability to continue as a going concern but did not otherwise contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and in the subsequent interim period through May 12, 2023, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with D. Brooks on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of D. Brooks, would have caused D. Brooks to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The Company provided D. Brooks with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time this report was filed with the Securities and Exchange Commission (the “SEC”) and requested that D. Brooks furnish a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of D. Brooks’ letter, dated May 17, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement of Independent Registered Public Accounting Firm
On May 12, 2023, 2023, the Board appointed Assurance Dimensions. (“Assurance”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2023.
During our two most recent fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through May 12, 2023, neither the Company nor anyone on the Company’s behalf consulted Salberg 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 consolidated financial statements, in connection with which either a written report or oral advice was provided to the Company that Salberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 16.1 | Letter of D. Brooks and Associates CPAs, P.A., dated May 17, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| -3- |
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: May 17, 2023 | VICAPSYS LIFE SCIENCES, INC. |
| /s/ Federico Pier | |
| Federico Pier | |
| Chief Executive Officer |
| -4- |
Exhibit 16.1
May 17, 2023
U.S. Securities and Exchange Commission
100 F. Street
Washington, DC 20549
Ladies and Gentlemen:
Re: Vicapsys Life Sciiences, Inc. (the “Company”)
Commission File No. 000-56145
We have read the statements of the Company pertaining to our firm included in Item 4.01 of the Form 8-K dated May 12, 2023 and are in agreement with the statements contained in that document pertaining to our firm.
Very truly yours,
D. Brooks & Associates CPAs, P.A.
