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): ~~March~~May 139, 2019 (May 3, 2019)

Premier Exhibitions, Inc.

(Exact name of Registrant as Specified in Charter)

FLORIDA

(State or Other Jurisdiction
of Incorporation)

000-24452

(Commission
File Number)

20-1424922

(I.R.S. Employer
Identification Number)

3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071

(Address of Principal Executive Offices) (Zip Code)

(404) 842 - 2600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Not Applicable

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

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

As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief ~~under~~(the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). On March 13, 2019, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of January 1, 2019 through January 31, 2019 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 and incorporated into this Item 7.01 by reference. RMS Titanic, Inc. has been dismissed from the proceedings by the Bankruptcy Court. As such, it will no longer be filing monthly operating reports.

~~The~~On ~~information~~May set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 19343, ~~as amended (the “Exchange Act”)~~2019, orCherry ~~otherwise~~Bekaert ~~subject~~LLP ~~to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended~~ (~~the~~ “~~Securities~~Cherry ~~Act~~Bekaert”), ~~or the Exchange Act, whether made before or after the date hereof~~resigned ~~and~~from ~~regardless~~its ofrole ~~any~~as ~~general incorporation language in such filings, except to~~ the ~~extent~~independent ~~expressly~~accountant ~~set forth by specific reference in such a filing. The filing~~ of ~~this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to~~ the ~~materiality of any information herein that is required to be disclosed solely by reason of Regulation FD~~Company.

~~Cautionary~~Cherry ~~Statements~~Bekaert ~~Regarding~~has not performed any auditing services for the Company since before the ~~Monthly~~Bankruptcy ~~Operating~~Filing. ~~Reports~~The Company’s financial statements for the years ended February 28, 2019, 2018, 2017 and 2016 have not been audited. As such, Cherry Bekaert has not issued a report on the Company’s financial statements for the fiscal years ended February 28, 2019, 2018, 2017 or 2016 and, therefore, there is no report which could contain an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports issued by Cherry Bekaert for the years ended February 28, 2015 and February 28, 2014 did not contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles except that the Company’s audited financial statements contained in its Annual Report on Form 10-K for the fiscal year ended February 28, 2015 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

~~The~~During ~~Company cautions investors and potential investors not to place undue reliance upon~~ the ~~information~~fiscal ~~contained~~years inended ~~the~~February ~~Monthly Operating Reports~~28, ~~which~~2014 ~~were~~and ~~not~~2015 ~~prepared~~and ~~for~~ the ~~purpose of providing~~subsequent ~~the~~interim ~~basis~~period ~~for~~through anMay ~~investment~~3, ~~decision~~2019 ~~relating~~preceding tothe ~~any~~Cherry ofBekaert ~~the~~resignation, ~~securities~~there ofwere ~~the~~no ~~Company.~~(1) ~~The~~disagreements ~~Monthly~~(as ~~Operating~~such ~~Reports~~term ~~are~~is ~~limited~~defined in ~~scope,~~Item ~~covers~~ 304(a)(1)(iv) ~~limited time period,~~ and ~~have been prepared solely for~~ the ~~purpose~~related ofinstructions ~~complying~~to ~~with~~Item ~~requirements~~304 of ~~the~~Regulation ~~Bankruptcy Court.~~S-K) ~~The~~with ~~Monthly~~Cherry ~~Operating~~Bekaert ~~Reports~~on ~~were~~matters ~~not~~of ~~audited~~accounting principles or ~~reviewed by independent accountants~~practices, ~~are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The~~ financial ~~information~~statement indisclosure ~~the~~or ~~Monthly~~auditing ~~Operating~~scope ~~Reports were~~or ~~not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and~~procedures, ~~therefore,~~which ~~may exclude items required by GAAP~~disagreement, ~~such~~if asnot ~~certain~~resolved ~~reclassifications, non-cash items, accruals, valuations and~~to ~~disclosures. The Monthly Operating Reports also contain information for periods which are different from~~ the ~~historical~~satisfaction ~~periods required~~of inCherry ~~the Company’s reports pursuant to Exchange Act~~Bekaert, ~~and such information might not be indicative of the Company's financial condition or operating results for a period that~~ would behave ~~reflected~~caused init ~~the~~to ~~Company's~~make ~~financial~~reference ~~statements or its reports pursuant~~ to the ~~Exchange~~subject ~~Act.~~matter ~~There~~of ~~can be no assurance that, from~~ the ~~perspective~~disagreement ~~of an investor or potential investor~~ in ~~the~~connection ~~Company’s~~with ~~securities,~~its ~~the~~report ~~Monthly~~or ~~Operating~~(2) ~~Reports~~any ~~are~~reportable ~~complete.~~events ~~Results~~(as ~~and~~such ~~information~~term ~~set~~is ~~forth~~defined in ~~the~~Item ~~Monthly~~304(a)(1)(v) ~~Operating Reports should not be viewed as indicative~~ of ~~future~~Regulation ~~results~~S-K).

The Company provided Cherry Bekaert with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange ~~Act~~Commission ~~Reports~~(the “SEC”) and requested that Cherry Bekaert 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 from Cherry Bekaert is attached as Exhibit 16.1 to this Current Report on Form 8-K.

The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Exhibit No.~~Description	~~Description~~
	99.1	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions, Inc.
16.1	Letter from Chery Bekaert, dated May 9, 2019
	99.2	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibition Management LLC
	99.3	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Arts and Exhibitions International, LLC
	99.4	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Merchandising, LLC
	99.5	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions International, LLC
	99.6	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions NYC, Inc.
	99.7	Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Dinosaurs Unearthed Corp.

SIGNATURE

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.

	PREMIER EXHIBITIONS, INC.
Date: March 21, 2019	By:	/s/Jerome Henshall
Date: May 10, 2019	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

INDEX TO EXHIBITS

	Exhibit No.		Description
	99.1		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions, Inc.
	99.2		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibition Management LLC
	99.3		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Arts and Exhibitions International, LLC
	99.4		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Merchandising, LLC
	99.5		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions International, LLC
	99.6		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions NYC, Inc.
	99.7		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Dinosaurs Unearthed Corp.

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