Amended Current Report Filing (8-k/a)
18 Mai 2023 - 11:20PM
Edgar (US Regulatory)
0001468639
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Amendment No.1
0001468639
2023-05-12
2023-05-12
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 12, 2023
Vicapsys
Life Sciences, Inc.
(Exact
name of registrant as specified in its charter)
Florida |
|
000-56145 |
|
91-1930691 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.
R. S. Employer
Identification
No.) |
7778
Mcginnis Ferry Rd. #270
Suwanee,
GA 30024
(Address
of principal executive offices, including ZIP code)
(972)
891-8033
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
N/A |
|
N/A |
|
NA |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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© under the Exchange Act (17 CFR 240.13e-4©) |
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
Vicapsys
Life Sciences, Inc. (the “Company”) is filing this Form 8-K/A (“Amendment”) to its Current Report on Form 8-K
as originally filed with the Securities and Exchange Commission on May 17, 2023 (the “Original Filing”), solely to correctly
identify the name of the Company’s new registered public accounting firm as “Assurance.” in the second paragraph
under the section “Engagement of Independent Registered Accounting Firm” under Item 4.01. The Original Filing inadvertently
referenced the incorrect name of the Company’s new registered public accounting firm in the second paragraph under the section “Engagement
of Independent Registered Accounting Firm” under Item 4.01. No other changes have been made from the
Original Filing.
Item
4.01 |
Changes
in Registrant’s Certifying Accountant. |
Dismissal
of Independent Registered Public Accounting Firm
On
May 12, 2023, the Board of Directors (the “Board”) of the Vicapsys Life Sciences, Inc. (the “Company”) approved
the dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting
firm effective May 12, 2023.
The
audit reports of D. Brooks on the Company’s consolidated financial statements for each of the two most recent fiscal years ended
December 31, 2022 and 2021 contained an explanatory paragraph regarding the substantial doubt out the Company’s ability to continue
as a going concern but did not otherwise 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 December 31, 2022 and 2021, and in the subsequent interim period through May 12,
2023, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) with D. Brooks on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of D. Brooks, would have caused D. Brooks to make reference to the subject matter
of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable
events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Company provided D. Brooks with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time
this report was filed with the Securities and Exchange Commission (the “SEC”) and requested that D. Brooks furnish a letter
addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree.
A copy of D. Brooks’ letter, dated May 17, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement
of Independent Registered Public Accounting Firm
On
May 12, 2023, 2023, the Board appointed Assurance Dimensions. (“Assurance”) as the Company’s independent registered
public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2023.
During
our two most recent fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through May 12, 2023, neither
the Company nor anyone on the Company’s behalf consulted Assurance 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 consolidated
financial statements, in connection with which either a written report or oral advice was provided to the Company that Assurance 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,” as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 |
Financial
Statements and Exhibits. |
|
|
(d) |
Exhibits. |
**Previously
filed
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
May 18, 2023 |
VICAPSYS
LIFE SCIENCES, INC. |
|
|
|
/s/
Federico Pier |
|
Federico
Pier |
|
Chief Executive
Officer |
Vicapsys Life Sciences (PK) (USOTC:VICP)
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