Washington, D.C. 20549









Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 10, 2018 




Innovate Biopharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)




  Delaware   001-37797   27-3948465  

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)



8480 Honeycutt Road, Suite 120, Raleigh, NC 27615

(Address of principal executive offices) (Zip Code)


(919) 275-1933

(Registrant’s telephone number, include 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))


Indicate by check mark whether the registrant is an emerging growth company as defined in 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.


On May 10, 2018, the Audit Committee of the Board of Directors of Innovate Biopharmaceuticals, Inc. (the “Company”) approved the retention of Mayer Hoffman McCann P.C. (“MHM”) to audit the financial statements of the Company as of and for the fiscal year ending December 31, 2018. During the fiscal years ended December 31, 2017 and December 31, 2016, and the subsequent interim period through May 10, 2018, neither the Company nor anyone on its behalf consulted with MHM regarding either (i) the application of accounting principles to a specific transaction, 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 MHM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), except that MHM performed certain audit services for a former subsidiary of the Company and was retained to provide quarterly review procedures for the Company in February 2018, as further described in the Company’s Form 8-K filed with the Securities and Exchange Commission on February 23, 2018.









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.



Innovate Biopharmaceuticals, Inc.

a Delaware corporation

Date: May 15, 2018 By:   /s/ Jay P. Madan
      Jay P. Madan
      President and Chief Business Officer