SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
|Date of Report
|(Date of earliest
||March 7, 2014|
(Exact name of registrant as specified in
|| 20-2597168 |
(State or other
Bluegrass Commons Blvd., Suite 310, Hendersonville, Tennessee 37075
(Address of principal executive offices,
including zip code)
(Registrant’s telephone number, including
(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:
¨ 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)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 March 7, 2014, AgFeed
Industries, Inc. (the “Company”) received a letter from McGladrey LLP (“McGladrey”), confirming that the
client-auditor relationship between the Company and McGladrey has ceased.
On January 31, 2012,
the Company announced that its special committee of the board of directors had completed its investigation into certain accounting
issues in the Company’s animal nutrition and legacy farm hog operations in China. In connection with that investigation,
the Company previously disclosed that investors and others should not rely on the Company’s (1) audited financial statements
for the year ended December 31, 2010, which were audited by McGladrey, (2) audited financial statements for the years ended December
31, 2009, 2008 and 2007, which were audited by another registered accounting firm and not McGladrey, and (3) unaudited financial
statements for all quarters within those years and the first two quarters of 2011.
The Company has not completed,
and is not working on, its financial statements for the years ended 2013, 2012 or 2011, or its restated financial statements for
the year ended December 31, 2010. Accordingly, (a) McGladrey has not issued any report on those financial statements and
(b) in each of the years ended December 31, 2013 and December 31, 2012 and through March 7, 2014, there were no (i) disagreements,
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, with McGladrey on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreement would have caused it to make reference to the
subject matter of the disagreement in its report on the Company’s financial statements; or (ii) reportable events, as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
A copy of a letter
from McGladrey to the Securities and Exchange Commission (“SEC”) stating that it agrees with the statements
regarding McGladrey in this report is filed as Exhibit 16 to this Current Report on Form 8-K.
|Item 9.01.||Financial Statements and Exhibits.
|(d)||Exhibits. The following exhibit is being filed herewith:|
|(16)||Letter from McGladrey to the SEC regarding change in
certifying accountant, dated March 12, 2014.
* * * * *
NOTICE TO SHAREHOLDERS
The Company’s shareholders
are cautioned that trading in shares of the Company’s equity securities during the pendency of its Chapter 11 bankruptcy
proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s equity securities may bear
little or no relationship to the actual recovery, if any, by holders in our Chapter 11 bankruptcy proceedings. Accordingly, the
Company urges extreme caution with respect to existing and future investments in its equity securities.
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.
||AGFEED INDUSTRIES, INC.
|Date: March 12, 2014
||/s/ Keith A. Maib
||Keith A. Maib
||Chief Restructuring Officer
AGREED INDUSTRIES, INC.
Exhibit Index to Current Report on Form
Letter from McGladrey to the SEC regarding
change in certifying accountant, dated March 12, 2014.