Current Report Filing (8-k)
February 02 2022 - 12:58PM
Edgar (US Regulatory)
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2021-12-10
2021-12-10
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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): December 10, 2021
PORTSMOUTH
SQUARE, INC.
(Exact
name of registrant as specified in its charter)
California
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0-4057
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94-1674111
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1516
S. Bundy Dr., Suite 200, Los Angeles, CA
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90025
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 889-2500
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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NONE
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NONE
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NONE
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Item
4.01. Changes in Registrant’s Certifying Accountant
A)
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On
December 10, 2021, Moss Adams LLP (“Moss Adams”) gave Portsmouth Square Inc.
(the “Company”) notice that it was resigning as the Company’s independent
registered public accounting firm. The reports of Moss Adams on the financial statements
of the Company for the fiscal years ended June 30, 2020 and 2021 did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit
scope, or accounting principles. During the fiscal years ended June 30, 2020 and 2021 and
through December 10, 2021, there were no disagreements with Moss Adams on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K), if not resolved
to the satisfaction of Moss Adams, would have caused Moss Adams to make reference thereto
in their reports on the Company’s financial statements for such years. During the fiscal
years ended June 30, 2020 and 2021 and through December 10, 2021, there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company has provided Moss Adams
with a copy of the above disclosures and has requested that Moss Adams furnish a letter addressed
to the U.S. Securities and Exchange Commission (the “Commission”) stating whether
or not it agrees with the statements made by the Company and, if not, stating the respects
in which it does not agree. The letter from Moss Adams is filed as Exhibit 16.1 to this Form
8-K.
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B)
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On
January 31, 2022, the Audit Committee engaged Withum Smith & Brown (“Withum”)
as the Company’s new independent registered public accounting firm. During fiscal years
June 30, 2020 and 2021 and through January 31, 2022, there were no consultations or engagements
with Withum on any matters described in Item 304(a)(2) of Regulation S-K. The Company has
provided Withum with a copy of the above disclosures and requested that Withum review such
disclosure before it is filed with the Commission and provided Withum with the opportunity
to furnish the Company with a letter addressed to the Commission containing any new information,
clarification of the Company’s expression of its views, or the respects in which Withum
does not agree with the statements made by the Company. Withum provided no letter in response
to this request.
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Item
9.01. Financial Statements and Exhibits.
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.
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PORTSMOUTH
SQUARE, INC.
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Dated:
February 2, 2022
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By:
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/s/
Danfeng Xu
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Treasurer
and Controller
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