UNITED STATES
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 (Date of earliest event reported): November 22, 2023
EMERSON RADIO CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-07731 | 22-3285224 |
(State Or Other Jurisdiction Of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
35 Waterview Blvd., Suite 140, Parsippany, NJ | 07054 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 428-2000
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $.01 per share | | MSN | | NYSE American |
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.
Resignation of Independent Registered Public Accounting Firm
On November 22, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of Emerson Radio Corp. (the “Company”) was informed by MSPC, Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) that MSPC will be resigning as the Company’s independent registered public accounting firm effective November 22, 2023. MSPC advised the Company that its decision to resign was due to MSPC’s internal determination to transition away from providing audit services to public companies. The Audit Committee has initiated a process to select a new firm to serve as the Company’s independent registered public accounting firm for the audit of the Company’s consolidated financial statements for the fiscal year ending March 31, 2024 and intends to appoint a successor independent registered public accounting firm as soon as possible.
MSPC’s audit reports on the Company’s consolidated financial statements for the years ended March 31, 2023 and 2022 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 fiscal years ended March 31, 2023 and 2022, and the subsequent interim period through November 22, 2023: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with MSPC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MSPC would have caused MSPC to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided MSPC with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that MSPC furnish the Company with a letter addressed to the SEC stating whether MSPC agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which MSPC does not agree with such statements. A copy of the letter from MSPC is filed with this Current Report on Form 8-K as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | | |
| 16.1 | | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | EMERSON RADIO CORP. |
| | |
| | By: | /s/ Christopher Ho |
| | | Name: | Christopher Ho |
| | | Title: | Chief Executive Officer |
Dated: November 29, 2023
