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 (Date of earliest event reported): ~~April~~May 2621, 2024

MOSAIC IMMUNOENGINEERING, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-22182

84-1070278

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9114 Adams Ave., #202

Huntington Beach, California 94646

(Address of principal executive offices, and zip code)

Registrant’s telephone number, including area code: (657) 208-0890

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:

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(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		Name of each exchange on which registered
None		None		None

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. ☐

Item 74.01 ~~Regulation~~Changes FDin Registrant’s Certifying Accountant.

On ~~April~~May 2921, 2024, ~~the Company issued a press~~KMJ ~~release~~Corbin ~~announcing~~& ~~the~~Company ~~Agreement.~~LLP A(“KMJ”) ~~copy~~resigned ~~of the press release is furnished~~ as ~~Exhibit~~Mosaic ~~99.1 hereto~~ImmunoEngineering, ~~and~~Inc. (the ~~shall~~“Company” ~~not~~or ~~be deemed to be~~ “~~filed~~Mosaic”) ~~for~~independent ~~the~~registered ~~purposes~~public ofaccounting ~~Section~~firm 18because ofKMJ’s ~~the~~partners ~~Securities~~and ~~Exchange~~professional ~~Act~~staff ofjoined ~~1934,~~Crowe ~~or otherwise subject to the liabilities of that section~~LLP. ~~Furthermore,~~The Company’s ~~Exhibit~~Audit ~~99.1~~Committee ~~shall~~approved ~~not~~the beresignation ~~deemed~~on ~~to be incorporated by reference into any registration statement or other document filed pursuant to~~ the ~~Securities~~ ~~Act~~same ~~of 1933, except as shall be expressly set forth by specific reference in such filing~~day.

~~Item~~The ~~8.01~~reports ~~Other~~of ~~Events~~KMJ on the Company’s consolidated financial statements for the two most recently completed fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that KMJ’s audit report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

OnDuring ~~April~~the ~~26, 2024, Mosaic~~Company’s ~~ImmunoEngineering,~~two ~~Inc.~~most arecently ~~Delaware~~completed ~~corporation (the~~fiscal ~~“Company”~~years orended ~~“Mosaic”)~~December 31, ~~entered~~2023 ~~into~~and ~~a binding term~~2022 ~~sheet (~~and the ~~“Binding~~subsequent ~~Term~~interim ~~Sheet”)~~period ~~with~~through ~~Oncotelic~~the ~~Therapeutics~~date of resignation, there ~~Inc.~~were ~~(“Oncotelic”)~~no ~~whereby~~disagreements between the Company ~~intends~~ toand ~~acquire~~KMJ ~~certain~~on ~~rights~~any tomatter ~~technologies~~of ~~from~~accounting ~~Oncotelic,~~principles ~~including~~or ~~its~~practices, ~~clinical~~financial ~~stage~~statement ~~necroptosis cancer therapies associated~~disclosure, ~~with~~or ~~Oncotelic’s~~auditing ~~vascular~~scope ~~disruptive~~or ~~agents~~procedure, ~~(“VDAs”)~~which ~~and~~disagreements, ~~related~~if ~~regulatory~~not ~~and~~resolved ~~clinical~~to ~~packages.~~the ~~The~~satisfaction ~~Company~~of ~~will also~~KMJ, would have ~~access~~caused KMJ to ~~Oncotelic’s~~make ~~proprietary Artificial Intelligence (“AI”) technologies for identifying immunotherapy~~reference ~~combinations.~~to ~~In exchange for~~ the ~~rights~~subject tomatter ~~these~~of ~~technologies,~~ the ~~Company~~disagreements ~~would~~in ~~issue~~connection ~~Oncotelic~~with ~~shares of~~ its ~~common~~audit ~~stock~~reports ~~valued~~on ~~at $15.0~~the ~~million~~Company’s ~~upon~~consolidated ~~execution~~financial ofstatements. During the ~~definitive~~Company’s ~~agreement,~~two ormost arecently ~~combination~~completed ~~common~~fiscal ~~stock~~years ~~and~~ended ~~preferred~~December ~~stock~~31, to2023 beand ~~determined~~2022 byand the ~~parties, along~~subsequent ~~with~~interim ~~additional~~period through ~~milestones~~the ~~allowing~~date ~~Oncotelic~~of toresignation, ~~earn~~there upwere tono an“reportable ~~additional~~events” ~~$15.0~~(as ~~million~~defined in ~~shares~~Item of304(a)(1)(v) ~~common stock that would be valued at the time~~ of ~~issuance,~~Regulation ~~if earned~~S-K).

InThe ~~addition,~~Company ~~under the~~provided ~~Binding~~KMJ ~~Term~~with ~~Sheet,~~a ~~(i)~~copy ~~Mosiac~~of ~~would~~this ~~continue~~report ~~the~~on ~~development~~Form ~~work~~8-K ~~necessary~~in toaccordance ~~achieve~~with ~~the~~Item ~~mutually~~304(a) ~~agreed~~of ~~upon~~Regulation ~~milestones~~S-K ~~upon~~prior ~~the~~to ~~requisite funding,~~its ~~(ii)~~filing ~~Oncotelic~~with ~~will~~the ~~provide~~Securities aand Exchange ~~loan~~Commission toand ~~Mosaic~~requested tothat ~~cover~~KMJ ~~certain~~furnish ~~operational costs of~~ the Company ~~through~~with ~~June~~a 1,letter ~~2024,~~addressed ~~(iii)~~to ~~Oncotelic will assist~~ the ~~Company~~Securities inand ~~potentially~~Exchange ~~raising~~Commission ~~initial~~stating whether ~~funding~~it toagrees ~~support~~with the ~~technologies~~above ofstatements ~~$2 million~~and, ~~and~~if ~~(iv)~~it indoes ~~the~~not ~~event~~agree, the ~~Company is~~respects ~~unable~~in towhich ~~raise~~it ~~the~~does ~~requisite~~not ~~funding,~~agree. ~~then~~A ~~the~~copy ~~transaction~~of ~~may~~the ~~proceed~~letter tofrom KMJ ais ~~reverse~~filed ~~acquisition/merger,~~as ~~with~~Exhibit ~~conditions~~16.1 ~~typical of such a transaction~~hereto.

~~Pursuant~~New toCertifying the Binding Term Sheet, the parties agreed to negotiate in good faith towards the execution of the Definitive Agreements and the closing of the transactions contemplated thereby, which will be subject to customary due diligence and other conditions as described in the Binding Term Sheet.Accountant

The ~~foregoing~~Company ~~summary~~engaged ofRose, Snyder & Jacobs LLP as its new independent registered public accounting firm on May 22, 2024. During the ~~Binding~~ ~~Term~~Company’s two most ~~Sheet does~~recently ~~not~~completed ~~purport~~fiscal toyears beended ~~complete~~December 31, 2023 and is2022 ~~subject~~and tothe subsequent interim period through the date of engagement of Rose, Snyder ~~and~~& ~~qualified~~Jacobs inLLP, ~~its~~neither ~~entirety~~the byCompany nor anyone on behalf of the Company consulted with Rose, ~~such~~Snyder ~~document~~& ~~attached~~Jacobs asLLP ~~Exhibit~~regarding (a) ~~10.1~~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 as to ~~this~~which ~~Current~~the ~~Report~~Company received a written report or oral advice that was an important factor in reaching a decision on ~~Form~~any ~~8-K~~accounting, ~~which~~auditing isor ~~incorporated~~financial ~~herein~~reporting byissue; ~~reference~~or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01

Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Binding Term Sheet dated April 26, 2024
16.1		KMJ Letter submitted to the Securities and Exchange Commission dated May 21, 2024
99.1		Press Release issued by Mosaic ImmunoEngineering, Inc. on April 29, 2024
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.

		Mosaic ImmunoEngineering, Inc.
Date: April 29, 2024		By: /s/ Steven King
Date: May 21, 2024		By: /s/ Steven King
		Steven King
		President and Chief Executive Officer, Director

Filing Compare · Mosaic ImmunoEngineering Inc.