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): August 12, 2019
RCI
HOSPITALITY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Texas
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001-13992
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76-0458229
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10737
Cutten Road
Houston,
Texas 77066
(Address
of Principal Executive Offices, Including Zip Code)
(281)
397-6730
(Issuer’s
Telephone Number, Including Area Code)
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
stock, $0.01 par value
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RICK
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The
Nasdaq Global Market
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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. [ ]
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ITEM
4.01
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CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT.
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Engagement of New Independent Registered Public Accounting Firm
On
August 12, 2019, the Audit Committee of our Board of Directors appointed Friedman LLP (“Friedman”) to serve as our
independent registered public accounting firm for the fiscal year ending September 30, 2019, effective immediately.
During
our two most recent fiscal years and through the interim period through August 12, 2019, neither we nor anyone on our behalf consulted
Friedman regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was
provided by Friedman to us that Friedman concluded was an important factor considered by us in reaching a decision as to the accounting,
auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
A
copy of the press release announcing the engagement of Friedman is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
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RCI
Hospitality Holdings, INC
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Date:
August 13, 2019
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By:
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/s/
Eric Langan
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Eric
Langan
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President
and Chief Executive Officer
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RCI
Names Friedman LLP as Auditor
HOUSTON—August
13, 2019—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced the Audit Committee of its Board of Directors
has appointed Friedman LLP as the company’s independent registered public accounting firm for the fiscal year ending September
30, 2019, effective August 12, 2019.
“Friedman
is one of the leading auditing firms for publicly traded companies,” said Yura Barabash, a member of the Audit Committee.
“With their help, we plan to file our 10-Qs for the second and third quarters of fiscal 2019 as soon as possible.”
Headquartered
in Manhattan, Friedman LLP (
https://www.friedmanllp.com/
) has been serving the accounting, tax and business consulting
needs of public and private companies since 1924. Friedman LLP is a leading firm representing public companies based in both the
US and abroad. Friedman LLP also is an independent member of DFK International, an association providing global resources.
Forward-Looking Statements
This press release may contain forward-looking
statements that involve a number of risks and uncertainties that could cause the company’s actual results to differ materially
from those indicated in this press release, including the risks and uncertainties associated with operating and managing an adult
business, the business climates in cities where it operates, the success or lack thereof in launching and building the company’s
businesses, risks and uncertainties related to cybersecurity, conditions relevant to real estate transactions, and numerous other
factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. The
company has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances.
Media
& Investor Contacts
Gary
Fishman and Steven Anreder at 212-532-3232 or
[email protected]
and
[email protected]