UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_________________________________

Date of Report

~~September~~November 186, 2019

(Date of earliest event reported)

ERBA Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14798	11-3500746
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)
14100 NW 57th Court Miami Lakes, Florida		33014
(Address of principal executive offices)		(Zip Code)

(305) 324-2300

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

[ ] 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

(a) On ~~September~~November 186, 2019, ~~Diamedix Corporation, a wholly-owned subsidiary of~~ ERBA Diagnostics, Inc. (the “~~Diamedix~~Company”), ~~entered~~received ~~into~~ a ~~Second~~letter ~~Amendment~~from toMorrison, ~~Purchase~~Brown, ~~and~~Argiz ~~Sale~~& ~~Agreement (the “Amendment”) with PRH Investments~~Farra, LLC (“~~Buyer~~MBAF”), ~~which~~the ~~amended~~Company’s ~~that~~independent ~~certain~~registered ~~Purchase~~public ~~and~~accounting ~~Sale Agreement~~firm, ~~dated~~advising ~~June~~the ~~17,~~Company ~~2019,~~of byMBAF’s ~~and~~resignation ~~between Diamedix,~~ as ~~seller,~~the ~~and~~Company’s ~~Buyer,~~independent asregistered ~~buyer,~~public asaccounting ~~amended by that certain First Amendment dated as of July 1, 2019 (collectively, the “Agreement”)~~firm.

AsDuring ~~previously~~the ~~reported,~~two ~~the~~most ~~Agreement~~recent ~~contemplates~~fiscal years and the ~~sale~~subsequent tointerim ~~Buyer~~period ofpreceding ~~the~~such ~~real~~resignation, ~~property~~and ~~owned~~although byMBAF ~~Diamedix~~had ~~located~~not atissued ~~2115~~any reports during this period, ~~2127~~the Company had no disagreements with MBAF on any matter of accounting principles or practices, ~~2140~~financial statement disclosure, ~~2141~~or auditing scope or procedure, ~~2150~~which disagreement, ~~2160~~if ~~North~~not ~~Miami~~resolved ~~Avenue~~to MBAF’s satisfaction, ~~2155~~would NWhave ~~Miami~~caused ~~Court~~MBAF ~~and~~to 38make NWreference ~~22nd~~to ~~Street,~~the subject matter of the disagreement in ~~Miami,~~connection ~~Florida,~~with ~~and~~its ~~all~~reports. ~~improvements~~In ~~thereon~~addition, ~~(collectively~~during that time, ~~the~~there were no “~~Property~~reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

InAs ~~the~~previously ~~Amendment,~~reported ~~Diamedix~~in ~~and~~the ~~Buyer~~Company’s ~~agreed~~Annual ~~that~~Reports ~~the~~on ~~closing~~Form ~~date~~10-K for the ~~purchase~~years ~~and~~ended ~~sale~~December of31, ~~the~~2014 ~~Property~~and ~~as contemplated by the Purchase Agreement shall now be the later of (a) October 15~~2013, ~~2019~~ and ~~(b)~~in the ~~date~~Company’s ~~that~~Quarterly isReports ~~fourteen~~on ~~(14)~~Form ~~calendar~~10-Q ~~days~~for ~~following~~ the ~~date~~quarters onended ~~which~~March ~~Diamedix~~31, ~~certifies~~2015 toand ~~Buyer~~June ~~that~~30, ~~Diamedix~~2015, ~~has completed~~ the ~~SEC~~Company ~~Assemblage~~concluded ~~Demolition~~that ~~(as~~there ~~such~~were ~~term~~material isweaknesses ~~defined~~ in ~~the~~its ~~Purchase~~internal ~~Agreement)~~control ~~and~~over ~~provides~~financial ~~evidence thereof~~reporting. InA ~~addition,~~material ~~the~~weakness ~~Amendment~~is ~~added~~ a ~~new section~~deficiency, ~~which~~or ~~provides~~a ~~Buyer~~combination ~~with~~of ~~the~~deficiencies, ~~right~~in tointernal ~~file~~control ~~any~~over ~~application~~financial ~~and~~reporting ~~other~~such ~~documentation~~that ~~with~~there ~~the~~is ~~appropriate~~a ~~governmental~~reasonable ~~authorities~~possibility ~~necessary~~that toa ~~obtain~~material ~~site~~misstatement ~~plan~~of ~~approval,~~the ~~permits,~~Company’s ~~entitlements~~annual ~~and~~or ~~all~~interim ~~other~~financial ~~governmental~~statements ~~approvals~~will ~~required~~not ~~for~~be ~~the~~prevented ~~development~~or ofdetected ~~the~~on ~~Property~~a ~~for~~timely ~~Buyer’s intended use~~basis.

The ~~foregoing~~Company ~~description~~has provided MBAF with a copy of the ~~Amendment~~disclosures ~~set~~required ~~forth~~by ~~under~~Item 304(a) ~~this~~of ~~Item~~Regulation ~~1.01~~S-K ~~does~~contained ~~not~~in ~~purport~~this toCurrent beReport ~~complete.~~on ~~Such~~Form ~~description~~8-K isand ~~only~~has arequested ~~summary~~that ~~and~~MBAF isfurnish ~~qualified~~the inCompany ~~its~~with ~~entirety~~a byletter ~~reference~~addressed to the ~~full~~Securities ~~text~~and ofExchange ~~the~~Commission ~~Amendment,~~stating ~~which~~whether isMBAF ~~filed~~agrees aswith ~~Exhibit~~the ~~10.1~~statements tomade by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of MBAF’s letter, dated November 6, 2019, is ~~incorporated~~filed ~~into~~as Exhibit 16.1 to this ~~Item~~Current ~~1.01~~Report inon ~~its~~Form ~~entirety~~8-K.

~~Safe~~(b) To ~~Harbor~~date, ~~Statement~~the Company has not appointed an independent registered public accounting firm to audit its financial statements as successor to MBAF. The Company will file a Current Report on Form 8-K upon any appointment of a new independent registered public accounting firm for the Company.

~~Except~~Item for the historical matters contained herein, statements in this Current Report on Form 8-K are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 19959.01 ~~Forward-looking~~Financial ~~statements~~Statements may be preceded by, followed by or otherwise include the words “may,” “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “could,” “would,” “should,” or similar expressions or statements that certain events or conditions may occur. These forward-looking statements are based largely on ERBA Diagnostics, Inc.’s expectations and ~~the beliefs and assumptions of ERBA Diagnostics, Inc~~Exhibits.~~’s management and on the information currently available to it and are subject to a number of risks and uncertainties, including, but not limited to, the risks and uncertainties that:~~

●(d) ~~the~~Exhibit ~~consummation~~16.1 of- ~~the~~Letter ~~purchase~~from ~~and~~Morrison, ~~sale~~Brown, ofArgiz ~~the~~& ~~Property~~Farra, ~~may~~LLC, ~~not~~dated ~~occur~~November ~~when anticipated~~6, ~~or at all; and~~2019

~~● other risks and uncertainties that may cause results to differ materially from those set forth in the forward-looking statements.~~2

Many of these factors are beyond the control of ERBA Diagnostics, Inc. See also the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC for further discussion of certain risks and uncertainties that could materially and adversely affect the Company’s business, operating results or financial condition.SIGNATURES

Item 9.01		Financial Statements and Exhibits.
	(d)	Exhibit 10.1 – Second Amendment to Purchase and Sale Agreement, dated as of September 18, 2019, by and between Diamedix Corporation and PRH Investments, LLC.

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.

SIGNATURES

	ERBA DIAGNOSTICS, INC.



Dated: November 12, 2019	By:	/s/ David Barka
		David Barka,
		Interim Chief Executive Officer

~~Pursuant~~EXHIBIT ~~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.~~INDEX

	ERBA DIAGNOSTICS, INC.
Exhibit	Description
Dated: September 20, 2019	By:	/s/ David Barka
16.1	Letter from Morrison, Brown, Argiz & Farra, LLC, dated November 6, 2019.
		David Barka,
		Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Second Amendment to Purchase and Sale Agreement, dated as of September 18, 2019, by and between Diamedix Corporation and PRH Investments, LLC.

Filing Compare · ERBA Diagnostics, Inc.