Form 8-K/A date of report 06-13-22 true 0001318641 0001318641 2022-06-13 2022-06-13
 
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): June 13, 2022
 
Statera Biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
001-32954
20-0077155
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
 
2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
  
(Address of Principal Executive Offices and zip code)
     
 
(888) 613-8802
  
(Registrant's Telephone Number, Including Area Code)
 
Securities registered or to be 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 $0.005
STAB
The Nasdaq Stock Market LLC Market
 
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 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 Form 8-K/A amends the Current Report on Form 8-K (the “Form 8-K”) filed on August 3, 2022. The purpose of this amendment is to (i) the correct the date of the report on the cover page of the Form 8-K and (ii) to remove the description of the communications between BF Borgers CPA, PC and Turner, Stone & Company, LLP under Item 4.01 of the Form 8-K. No other changes have been made to the Form 8-K other than the changes described above.  
 
Item 4.01 Changes in Registrant’s Certifying Accountant.
 
(b) New Independent Registered Public Accounting Firm
 
On June 13, 2022, the board of directors of Statera Biopharma, Inc. (the “Company”) approved the engagement of BF Borgers CPA, PC (“BF Borgers”) as the Company’s independent registered public accounting firm effective as of June 13, 2022. During the Company’s two most recent fiscal years ended December 31, 2020 and 2021 and from January 1, 2022 through June 13, 2022, neither the Company nor anyone on its behalf consulted BF Borgers regarding either (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, and no written report or oral advice was provided to the Company that BF Borgers 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 the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).
 
The Company has provided a copy of this Current Report on Form 8-K to BF Borgers, as successor to Turner Stone, and asked that BF Borgers furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a)(2)(ii)(D) of Regulation S-K. 
 
 
Item 7.01
Regulation FD Disclosure.
 
On June 14, 2022, the Company issued a press release regarding its appointment of BF Borgers. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
 
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01  Financial Statements and Exhibits.
 
(d)
The following exhibits are filed with this Current Report:
 
Exhibit No.
  
Description
     
     
99.1
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
Statera Biopharma, Inc.   
Date: September 22, 2022
By:
/s/ Michael K. Handley
 
     Name: Michael K. Handley
 
     Title: Chief Executive Officer
 
 
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