Current Report Filing (8-k)

 

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): October 9, 2015 (August 24, 2015)

 

VIROPRO, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		333-06718		13-3124057
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

 

 

2151 O'Toole Avenue, Suite 50, San Jose, CA 95131

 (Address of Principal Executive Offices) (Zip Code)

 

 650-300-5190

Registrant’s telephone number, including area code

 

_________________________

 (Former Name or Former Address

if Changed Since Last Report)

 

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))

 

 

 

 

Item 4.01.

Changes in Registrant’s Certifying Accountant

 

Effective as of August 24, 2015, the registrant ("we" or "Viropro") dismissed LBB & Associates Ltd., LLP (“LBB”), an independent registered public accounting firm, as our principal accountant, and engaged Ciro E. Adams, CPA, LLC as our independent registered public accounting firm. The decision to change accountants was approved by our board of directors on August 19, 2015.

 

LBB had previously been engaged on January 25, 2013, as the principal accountant to audit our financial statements for the fiscal year ended December 31, 2011 by prior management. Prior management never submitted an annual report on Form 10-K for the fiscal year ended December 31, 2011. Accordingly, LBB never issued any report on our financial statements as of and for the year ended December 31, 2011. We have not filed an annual report since the last report for the fiscal year ended December 31, 2010. From the date of LBB’s engagement through the date of dismissal, (i) we had no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with LBB 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 LBB, would have caused LBB to make reference to the subject matter of the disagreements in connection with its report on our consolidated financial statements for such years or any subsequent interim period through the date of dismissal, and (ii) there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The reason for the dismissal of LBB is that, following the removal of Cynthia Tsai as our President, CEO, and Chairman of the Board, our new management intends to bring our periodic filings with the U.S. Securities and Exchange Commission current and desires to have an independent registered accountant without any ties to prior management. Our Board of Directors believes, therefore, that it is in our shareholders' best interest to have Ciro E. Adams, CPA, LLC, be our new independent registered public accounting firm.

 

We made the contents of this Current Report on Form 8-K available to LBB and requested it to furnish a letter addressed to the SEC as to whether it agrees or disagrees with, or wishes to clarify our expression of, our views, or containing any additional information. A copy of LBB's letter to the SEC is included as Exhibit 16.1 to this Current Report on Form 8-K.

 

During our two most recent fiscal years and the subsequent interim periods through and including August 24, 2015, the date of our engagement of Ciro E. Adams, CPA, LLC, neither we, nor anyone acting on our behalf, consulted Ciro E. Adams CPA, LLC regarding 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 our consolidated financial statements, in any case where a written report or oral advice was provided to us by Ciro E. Adams CPA, LLC that Ciro E. Adams, CPA, LLC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Viropro issued a press release on October 9, 2015 announcing the engagement of Ciro E. Adams, CPA, LLC, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

	16.1	Letter from LBB & Associates, Ltd., LLP dated October 8, 2015
	99.1	Press release dated October 9, 2015

 

 

 

 

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 thereunto duly authorized.

 

Date: October 9, 2015	Viropro, Inc.
	By:	/s/Bruce A. Cohen
		Bruce A. Cohen
		Chairman of the Board

 

 

 

 

Exhibit 16.1

 

 

 

October 8, 2015

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington DC 20549-7561

 

 

Re:

VIROPRO, Inc.

Commission File Number: 333-06718

 

Commissioners:

 

We have read Item 4.01 of Form 8-K dated October 8, 2015, of VIROPRO, Inc. (the “Company”) and are in agreement with the statements contained therein insofar as they relate to our dismissal

 

/s/ LBB & ASSOCIATES LTD., LLP

 

LBB & ASSOCIATES LTD., LLP

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Viropro Announces Appointment of Ciro E. Adams, CPA, LLC, as New Audit Firm,

Secures Additional $200,000 in Convertible Debt

 

OCTOBER 9, 2015, SAN JOSE, CA – Viropro, Inc. (OTCBB: VPRO) today announced it has appointed Ciro E. Adams, CPA, LLC, as its new auditor firm to succeed LBB & Associates Ltd., LLP. The decision to change auditors was not the result of any disagreement between the Company and LBB & Associates Ltd., LLP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 

Viropro also announced that it appointed an interim controller to prepare the Company’s financial statements for the fiscal years ended December 31, 2011, 2012, 2013 and 2014 and for the quarters ended March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013, September 30, 2013, March 31, 2014, June 30, 2014, September 30, 2014, March 31, 2015, and June 30, 2015. The Company’s former controller, Ms. Lee Buether, passed away earlier this year.

 

Viropro indicated that it intends to complete the audit by the end of 2015, after which it will initiate a process to become current in its periodic filing requirements with the SEC. In connection with becoming current in its SEC filing requirements, the Company's intends to apply for relisting on the NASDAQ Stock Market so that it can trade on that market as early as possible after regaining compliance with the listing requirements.

 

“We are delighted to be working with Ciro E. Adams,” said Bruce Cohen, Chairman of the Viropro Board of Directors. “His firm has a solid track record of working with companies like ours.”

 

Separately, Viropro announced that it has entered into a definitive agreement with Spring Hill Bioventures (“SBV”) through which the company may raise up to $500,000 in convertible debt. SBV has agreed to an initial commitment of $200,000, with an additional $50,000 available upon the achievement of certain milestones. The proceeds of the financing will be used for the preparation of audited financial statements, the implementation of the company’s strategic plans and for general corporate purposes.

 

At or prior to maturity, the note may be converted by the note holder, or prepaid by Viropro with notice to allow the note holder to convert. If not converted or prepaid within 12 months of issue, the notes will automatically convert into common stock of Viropro at a conversion rate of $.005 per share.

 

If the full value of the notes are purchased, note holders will be granted warrants entitling them to purchase from Viropro up to 35,000,000 shares of common stock at a price of $.03 per share. The notes carry an interest rate of 12% per year.

 

Under the terms of the agreement with SBV, additional notes may be sold up to the $500,000 maximum prior to December 31, 2015, subject to a minimum purchase of $50,000.

 

 

 

 

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the company’s limited cash reserves and its ability to obtain additional capital on acceptable terms, or at all, including the additional capital which will be necessary to execute the company’s future plans.

 

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. The company has no obligation, and expressly disclaims any obligation to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

 

For more information, visit www.viropro.net / CONTACT: Viropro Public Relations ([e-mail])