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: October 14, 2020

Franklin Wireless Corp.

(Exact name of registrant as specified in its charter)

9707 Waples Street, Suite 150,

San Diego CA 92121.

(Address of principal executive offices)

Registrant's telephone number, including area code:

(858) 623-0000

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))

Securities registered pursuant to Section 12(b) of the Act: None

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.

(a)    Dismissal of Independent Registered Public Accounting Firm.

On October 9, 2020 Haskell & White LLP (“H&W”) was dismissed as independent registered public accounting firm for Franklin Wireless Corp. (the “Company.”)  

The audit reports of H&W on the consolidated financial statements of the Company for each of the two most recent fiscal years ended June 30, 2020 and June 30, 2019 did not 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 June 30, 2020 and June 30, 2019 and during the subsequent interim period from July 1, 2020 through October 9, 2020, (i) there were no disagreements with H&W on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to H&W's satisfaction, would have caused H&W to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided H&W with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of H&W's letter, dated October 14, 2020, to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.

(b)    Engagement of New Independent Registered Public Accounting Firm.

On October 9, 2020, the Company engaged Benjamin & Ko as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2021. The decision to appoint Benjamin & Ko was approved by the Audit Committee of the Board of Directors.

During the two most recent fiscal years ended June 30, 2020 and June 30, 2019 and during the subsequent interim period from July 1, 2020 through October 9, 2020, neither the Company nor anyone on its behalf consulted Benjamin & Ko regarding either (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 financial statements, and neither a written report nor oral advice was provided to the Company that Benjamin & Ko concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(v), respectively.

ITEM 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 28, 2020, Franklin Wireless Corp. (the “Company”) entered into renewals of the Change in Control Agreements with its President and Chief Executive Officer, O.C. Kim, and its Chief Operating Officer, Yun J. (David) Lee. The terms of the Change in Control Agreements were not changed, but they were extended through September 30, 2023.

ITEM 9.01       Financial Statements and Exhibits.

Exhibit 16.1: Letter from Haskell & White, LLP, dated October 14, 2020 to the Securities and Exchange Commission.