Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 1, 2015



(Exact name of registrant as specified in its charter) 


New York



(State or other jurisdiction of

incorporation or organization) 

File No.) 

(IRS Employer
Identification No.) 


11552 Prosperous Drive

Odessa, Florida 33556

(Address of Principal Executive Offices)(Zip Code)


(727) 375-8484

(Registrant's telephone number, including area code)



(Former name or former address, if changed since last report)


Copies to:


Peter DiChiara, Esq.


61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

Facsimile: (212) 930-9725


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)) 




Item 4.01 Changes in Registrant's Certifying Accountant 


On August 1, 2015, the practice of Cross, Fernandez & Riley, LLP ("CFR") , which was engaged as the independent registered public accounting firm of Dais Analytic Corporation (the "Company") was combined with BDO USA, LLP ("BDO") and the professional staff and partners of CFR joined BDO either as employees or partners of BDO. As a result of this transaction, CFR resigned as the Company's independent registered public accounting firm on August 1, 2015. On August 1, 2015, following the resignation of CFR, the Company, through and with the approval of its Board of Directors, appointed BDO as its independent registered public accounting firm. 


Prior to appointing BDO, the Company did not consult with BDO regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by BDO on the Company's financial statements, and BDO did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as that term is described in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a reportable event (as that term is described in Item 304(a)(1)(v) of Regulation S-K). 


The report of independent registered public accounting firm of CFR regarding the Company's financial statements for the fiscal years ended December 31, 2014 and 2013 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 the report for the year ended December 31, 2013 contained a going concern explanatory paragraph. During the years ended December 31, 2014 and 2013, and during the interim period from the end of the most recently completed fiscal year through August 1, 2015, the date of resignation, (i) there were no disagreements with CFR 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 CFR, would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K. 


The Company provided CFR with a copy of this Current Report on Form 8-K (the "Report") prior to its filing with the Securities and Exchange Commission ("SEC") and requested that CFR furnish the Company with a letter addressed to the SEC stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter has been filed as an exhibit to this Report. 


Item 9.01. Financial Statements and Exhibits 


(d) Exhibits 


Exhibit No. Description

Letter of Cross, Fernandez & Riley, LLP to the Securities and Exchange Commission dated August 1, 2015. 






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.  




Dais Analytic Corporation


Dated: August 4, 2015 


/s/ Timothy N. Tangredi

Timothy N. Tangredi  

Chief Executive Officer and President