UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 28, 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. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Emerson Radio Corp. (the “Company”) with the Securities and Exchange Commission on January 4, 2024 (the “Original Form 8-K”). The Amendment is filed to clarify that the appointment of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 was not effective upon engagement on December 28, 2023 (the “Engagement Date”), but is subject to the finalization of Marcum’s client acceptance procedures.
Item 4.01 Changes in Registrant’s Certifying Accountant.
Engagement of New Independent Registered Public Accounting Firm
As disclosed in the Original Form 8-K, on the Engagement Date, the Audit Committee of the Board of Directors of the Company approved the engagement of Marcum as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The engagement of Marcum is subject to the finalization of Marcum’s client acceptance procedures.
As disclosed in the Original Form 8-K during the Company’s fiscal years ended March 31, 2023 and 2022, and the subsequent interim period through the Engagement Date, neither the Company nor anyone acting on its behalf consulted with Marcum regarding: (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 Marcum concluded was an important factor considered by the Company 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” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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.
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EMERSON RADIO CORP. |
| | |
| By: | | /s/ Christopher Ho |
| | | Name: | | Christopher Ho |
| | | Title: | | Chief Executive Officer |
Dated: January 10, 2024
