Item 3.02. Unregistered Sales of Equity Securities.
On May 26, 2021, Kyto Technology & Life Sciences, Inc. (the "Company") issued to
existing holders of the Company's Class A Preferred Stock and Class B Preferred
Stock 348,000 shares of the Company's Class B1 Preferred Stock (the "Shares") at
a purchase price of $0.80 per share, resulting in aggregate proceeds to the
Company of $435,000. The issuance was exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof
as a transaction by an issuer not involving a public offering.
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Former Independent Registered Public Accounting Firm
On May 26, 2021, RBSM LLP ("RBSM") informed the Company that RBSM declined to
stand for reappointment as the Company's independent auditor. The Audit
Committee (the "Audit Committee") of the Board of Directors of the Company has
accepted RBSM's resignation. Effective as of May 26, 2021, RBSM is no longer the
Company's independent auditor.
The reports of RBSM on the financial statements of the Company for the past two
fiscal years ended March 31, 2020 and 2019 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During two most recent fiscal years ended March 31, 2020 and 2019, and through
the date of this Form 8-K, there have been no (i) disagreements with RBSM 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 RBSM, would have caused RBSM to make reference thereto in its
report on the financial statements for such years; or (ii) "reportable events"
as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided RBSM with a copy of the foregoing disclosures and has
requested that RBSM furnish a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements. A copy of
RBSM's letter furnished pursuant to that request is filed as Exhibit 16.1 to
this Form 8-K.
(b) New Independent Registered Public Accounting Firm
Following a review of the qualifications OUM & Co. LLP ("OUM") to act as the
Company's independent auditor, the Audit Committee recommended the engagement of
OUM as the Company's independent auditor for the fiscal year ended March 31,
2021, including the review of the Company's interim condensed financial
statements for the quarters ending June 30, 2021, September 30, 2021, and
December 31, 2021, and of the financial information for the quarter ending March
31, 2022. Upon the recommendation of the Audit Committee, effective May 26,
2021, the Board of Directors of the Company approved the engagement of OUM.
During the fiscal years ended March 31, 2020 and 2019, and through the date of
this Form 8-K, neither the Company nor anyone on its behalf has consulted with
OUM regarding: (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 the Company's financial statements, and neither a written
report nor oral advice was provided to the Company that OUM concluded was an
important factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; (ii) any matter that was the
subject of a "disagreement" within the meaning of Item 304(a)(l)(iv) of
Regulation S-K and the related instructions; or (iii) any "reportable event"
within the meaning of Item 304(a)(l)(v) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 28, 2021, Kyto Technology and Life Science, Inc. (the "Company") filed a
Certificate of Correction to the Company's Certificate of Designation of Class
A2 Convertible Preferred Stock (the "Class A2 Correction Certificate") with the
Delaware Secretary of State.
The Class A2 Correction Certificate was filed to correct Section 5.2(a) of the
Certificate of Designation of Class A2 Convertible Preferred Stock to read that
upon the occurrence of the vote or consent of the holders of two-thirds of the
voting power of the then outstanding Class A2 Preferred Stock to convert, then
(A) all outstanding shares of Class A2 Preferred Stock shall automatically be
converted into shares of Common Stock at the then effective Conversion Rate, and
(B) such shares may not be reissued by the Company.
A copy of the Class A2 Correction Certificate, as filed with the Delaware
Secretary of State on May 28, 2021, is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The description of
the Class A2 Correction Certificate contained herein does not purport to be
complete and is qualified in its entirety by reference to the full text of
Exhibit 3.1.
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Item 9.01. Financial Statements and Exhibits.
Exhibit Description
3.1 Certificate of Correction of the Certificate of Designation of Class A2
Convertible Preferred Stock of Kyto Technology and Life Science, Inc.,
filed on May 28, 2021
16.1 Letter from RBSM LLP, to the Securities and Exchange Commission, dated
June 1, 2021.
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