Attached files
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| EX-16.1 - LETTER FROM MCNAIR, MCLEMORE, MIDDLEBROOKS & CO., LLC DATED JUNE 13, 2018 - Fusion Connect, Inc. | fsnn_ex161.htm |
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) June 12, 2018
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FUSION CONNECT, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 201-2400
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Not Applicable
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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))
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.
As previously disclosed, on May 4, 2018, Fusion Connect, Inc., a
Delaware corporation (the “Company”) completed the
acquisition of Birch Communications Holdings, Inc., a Georgia
corporation (“Birch”). For accounting purposes, the
acquisition of Birch is treated as a reverse acquisition and, as
such, the historical financial statements of the accounting
acquirer, Birch, will become the historical financial statements of
the Company. The financial statements of Birch as of and for the
years ended December 31, 2017 and 2016 were audited by McNair,
McLemore, Middlebrooks & Co., LLC
(“McNair”).
On June 12, 2018, the Audit Committee of the Company’s board
of directors made a determination that the Company’s
independent registered public accounting firm prior to acquisition
of Birch, EisnerAmper LLP (“EisnerAmper”), will be the
independent registered public accounting firm for the Company,
after giving effect to the acquisition of Birch, for fiscal year
ended December 31, 2018. Accordingly, McNair, the independent
public accounting firm of Birch, as the accounting acquirer, was
dismissed, and will not be the Company’s independent
registered public accounting firm.
In connection with the audits by McNair of Birch’s
consolidated financial statements for the fiscal years ended
December 31, 2017 and 2016 and the subsequent period through the
date of filing of this Current Report on Form 8-K, there were: (i)
no disagreements with McNair on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to McNair’s
satisfaction, would have caused McNair to make reference in
connection with their opinion to the subject matter of the
disagreement(s); and (ii) no reportable events as that term is
defined in Item 304(a)(1)(v) of Regulation S-K. Further, the audit
reports of McNair relating to the Birch’s consolidated
financial statements as of and for the years ending December 31,
2017 and 2016 did not contain any adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company provided Birch with a copy of this Current Report on
Form 8-K prior to filing it with the Securities and Exchange
Commission (the “SEC”) and has requested and received
from McNair a letter addressed to the SEC stating whether McNair
agrees with the statements made herein. A copy of that letter,
dated June 14, 2018, is attached as Exhibit 16.1 to this Current
Report on Form 8-K.
During the fiscal years ended December 31, 2017 and 2016 and the
subsequent interim period through June 12, 2018, neither Birch nor
anyone acting on Birch’s behalf consulted with EisnerAmper
with respect to either: (i) the application of accounting
principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on
Birch’s financial statements, and either a written report was
provided to Birch or oral advice was provided that EisnerAmper
concluded was an important factor considered by Birch 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 defined in Item 304(a)(1)(iv) of Regulation S-K)
or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Letter from McNair, McLemore, Middlebrooks & Co., LLC dated
June 14, 2018.
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SIGNATURE
Pursuant to the requirements of the
Securities
Exchange Act of 1934, as amended, the
registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly
authorized.
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FUSION CONNECT, INC.
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By: /s/ James P. Prenetta,
Jr.
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James P. Prenetta, Jr.
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June 14, 2018
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EVP and General Counsel
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