SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 2, 2014
(Exact Name of Registrant as Specified
in its Charter)
(State or other jurisdiction
780 Third Avenue, 15th Floor,
New York, NY 10017
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number,
including area code: (212) 309-7549
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))
Item 4.01 Changes in Registrant’s Certifying Accountant.
As described below, Vringo, Inc. (the “Company”)
has replaced Somekh Chaikin, a member firm of KPMG International (“Somekh Chaikin”), as the Company’s independent
registered public accounting firm with KPMG LLP (“KPMG”).
The Audit Committee (the “Committee”) of the Board
of Directors of the Company recently conducted a selection process to determine the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2014. As a result of this process, the Committee approved the appointment
of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. This
action effectively dismissed Somekh Chaikin as the Company’s independent registered public accounting firm as of April 2,
The reports of Somekh Chaikin on the Company’s consolidated
financial statements for the fiscal years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits
of the Company's consolidated financial statements for the fiscal years ended December 31, 2013 and 2012, and in the subsequent
interim period through April 2, 2014, there were no disagreements with Somekh Chaikin on any matters of accounting principles or
practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Somekh
Chaikin, would have caused Somekh Chaikin to make reference to the matter in their report. There were no reportable events (as
that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2013 and 2012, or
in the subsequent period through April 2, 2014.
The Company has provided a copy of the foregoing disclosures
to Somekh Chaikin and requested that Somekh Chaikin furnish it with a letter addressed to the Securities and Exchange Commission
stating whether KPMG Somekh Chaikin agrees with the above statements. A copy of Somekh Chaikin’s letter, dated April 4, 2014,
is filed as Exhibit 16.1 to this Form 8-K.
During the two most recent fiscal years and in the subsequent
interim period through April 2, 2014, the Company has not consulted with KPMG 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.
Item 9.01 Financial Statements and Exhibits.
||Description of Exhibit|
Letter from Somekh Chaikin, a member firm of
KPMG International, to the Securities and Exchange Commission dated April 4, 2014.
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: April 7, 2014
||Anastasia Nyrkovskaya |
||Chief Financial Officer |