UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) November 22,
2016
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iMedicor,
Inc.
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(Exact Name of
Registrant as Specified in Its Charter)
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Nevada
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(State or Other
Jurisdiction of Incorporation)
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000-52765
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95-4696799
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(Commission File
Number)
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(IRS Employer
Identification No.)
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13506 Summerport
Village Parkway #160, Windermere, FL
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34786
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(Address of
Principal Executive Offices)
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(Zip
Code)
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407-505-8934
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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(Former Name or
Former Address, if Changed Since Last Report)
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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 4.02. Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
On November 22, 2016, the management of iMedicor,
Inc. (the “Company”) concluded that the Company’s
previously issued financial statements included in forms 10-Q for
the interim periods ended September 30, 2014, December 31, 2014 and
March 31, 2015, should no longer be relied upon because of errors
related to derivative liabilities,
preferred stock options and warrants that resulted in material misstatements of
liabilities in all three interim reports and material misstatements
of expense in the interim report ending September 30,
2014.
During
the course of the Company’s June 30, 2015 year-end audit
which is currently in process, the Company’s CFO identified
that a particular liability relating to the value of the same set
of warrants issued and outstanding were recorded in two separate
accounts, thereby erroneously doubling the amount of the liability
associated with the warrants. The CFO then confirmed his assessment
with the Company’s external valuation specialist who is
retained to assist in calculating the future values of derivatives
such as warrants issued and outstanding. The Company’s Board
of Directors was made aware of the error and the issue was
discussed with the Company’s independent registered public
accounting firm.
The errors described above resulted in an
overstatement of liabilities in the amount of $471,137 at
September 30, 2014, December 31, 2014 and March 31, 2015.
Additionally, General and Administrative expenses were overstated
by $471,137
in the September 30, 2014 interim
report.
The
Company plans to correct the error and footnote it in the
Company’s forthcoming Form 10-K for the fiscal year ended
June 30, 2015.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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iMEDICOR,
INC.
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(Registrant)
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Dated: December 12,
2016
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By:
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/s/
Robert
McDermott
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Robert
McDermott
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Chief Executive
Officer
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