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) May 13, 2019

 

PACIFIC GREEN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

 

Delaware   000-54756   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

5205 Prospect Road, Suite 135-226, San Jose, CA   95129
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (408) 538-3373

 

N/A
(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 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.  

  

Securities 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   PGTK   OTC

 

 

 

  

 

 

 

Item 4.01   Changes in Registrant’s Certifying Accountant

 

(a) Previous independent registered public accounting firm

 

(i)On May 13, 2019, Pacific Green Technologies Inc., (the “Company”) accepted the resignation of Saturna Group Chartered Professional Accountants LLP as the Company’s independent registered public accounting firm.

 

(ii)The reports of Saturna Group Chartered Professional Accountants LLP on the Company’s consolidated financial statements as of and for the fiscal years ended March 31, 2018 and 2017 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company ability to continue as a going concern.

 

(iii)The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.

 

(iv)During the fiscal years ended March 31, 2018 and 2017 and through May 13, 2019, there have been no disagreements with Saturna Group Chartered Professional Accountants LLP 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 Saturna Group Chartered Professional Accountants LLP would have caused them to make reference thereto in connection with their report on the consolidated financial statements for such years.

 

(v)The Company has requested that Saturna Group Chartered Professional Accountants LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.  A copy of the letter provided by Saturna Group Chartered Professional Accountants LLP is filed as Exhibit 16.1 to this Form 8-K.

 

(b) New independent registered public accounting firm

 

(1)On May 13, 2019 the Company engaged KPMG LLP as its new independent registered public accounting firm.  During the two most recent fiscal years and through May 13, 2019, the Company had not consulted with KPMG LLP regarding any of the following:

 

  (i) The application of accounting principles to a specific transaction, either completed or proposed;

 

  (ii) The type of audit opinion that might be rendered on the Company’s consolidated financial statements, and none of the following was provided to the Company:  (a) a written report, or (b) oral advice that KPMG LLP concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or

 

  (iii) Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

 

Item 9.01   Financial Statements and Exhibits

 

16.1 Letter from Saturna Group Chartered Professional Accountants LLP to the Securities and Exchange Commission dated May 16, 2019

 

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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.

 

PACIFIC GREEN TECHNOLOGIES INC.  
   
/s/ Scott Poulter  
Scott Poulter  
Executive Director  
   
Date: May 17, 2019  

 

 

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