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): May 915, 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 Not Applicable 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~~Securities ~~4.01.~~registered ~~Changes~~pursuant to inSection ~~Registrant’s~~12(b) ~~Certifying~~of ~~Accountant.~~the Act:

AsTitle ~~previously~~of ~~announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and~~ each ofclass ~~its~~Trading ~~U.S. subsidiaries filed voluntary petitions for reorganization relief~~ Symbol(~~the “Bankruptcy Filing”~~s) ~~under~~Name ~~Chapter 11~~ of ~~the~~each ~~United~~exchange ~~States~~on ~~Bankruptcy~~which ~~Code~~registered inNot ~~the~~Applicable ~~United~~Not ~~States~~Applicable ~~Bankruptcy~~Not ~~Court for the Middle District of Florida (the “Bankruptcy Court”).~~Applicable

OnItem ~~May~~7.01. 3,Regulation ~~2019,~~FD ~~Cherry Bekaert LLP (“Cherry Bekaert”) resigned from its role as the independent accountant of the Company~~Disclosure.

~~Cherry~~As ~~Bekaert~~previously ~~has~~announced, ~~not~~on ~~performed~~June ~~any~~14, ~~auditing~~2016, ~~services~~Premier ~~for~~Exhibitions, Inc. (the “Company ~~since~~”) ~~before~~and ~~the~~each ~~Bankruptcy~~of ~~Filing~~its U.S. ~~The~~subsidiaries ~~Company’s~~filed ~~financial~~voluntary ~~statements~~petitions for ~~the~~reorganization ~~years~~relief ~~ended~~under Chapter ~~February~~11 ~~28,~~of ~~2019,~~the ~~2018,~~United ~~2017 and~~States ~~2016~~Bankruptcy ~~have~~Code ~~not~~in ~~been~~the ~~audited.~~United AsStates ~~such,~~Bankruptcy ~~Cherry~~Court ~~Bekaert~~for ~~has~~the ~~not~~Middle ~~issued~~District aof ~~report~~Florida on (the ~~Company’s financial statements for~~“Bankruptcy ~~the~~Court”). ~~fiscal~~On ~~years~~May ~~ended February 28~~15, 2019, ~~2018~~the Company, ~~2017 or 2016~~ and, ~~therefore,~~its ~~there~~U.S. ~~is no report which could contain an adverse opinion or disclaimer of opinion~~subsidiaries, orfiled ~~was~~monthly ~~qualified~~operating ~~or modified as to uncertainty, audit scope or accounting principles. The audit~~ reports ~~issued by Cherry Bekaert~~ for the ~~years~~period ~~ended~~of ~~February 28~~March 1, ~~2015~~2019 ~~and~~through ~~February~~March 2831, ~~2014~~2019 ~~did~~(the ~~not~~“Monthly ~~contain~~Operating ~~any~~Reports”) ~~adverse~~with ~~opinion or~~the ~~disclaimer~~Bankruptcy ofCourt. ~~opinion,~~Excerpts ~~nor~~of ~~were~~ the Monthly ~~reports~~Operating ~~qualified~~Reports, orexcluding ~~modified as to uncertainty~~exhibits, ~~audit~~are ~~scope~~attached orto ~~accounting~~this ~~principles~~Current ~~except that the Company’s audited financial statements contained in its Annual~~ Report on Form 108-K ~~for~~as ~~the~~Exhibits ~~fiscal~~99.1, ~~year~~99.2, ~~ended~~99.3, ~~February~~99.4, 2899.5, ~~2015~~99.6, ~~included~~and an99.7 ~~explanatory~~and ~~paragraph~~incorporated ~~indicating~~into ~~that~~this ~~there~~Item ~~was~~7.01 ~~substantial~~by ~~doubt about the Company’s ability to continue as a going concern~~reference.

~~During~~The ~~the~~information ~~fiscal~~set ~~years~~forth ~~ended~~in ~~February~~this ~~28,~~Item ~~2014~~7.01 ~~and~~of ~~2015~~this ~~and~~Current ~~the subsequent~~Report ~~interim~~on ~~period~~Form ~~through~~8-K ~~May~~is 3,being ~~2019~~furnished ~~preceding~~pursuant ~~the~~to ~~Cherry~~Item ~~Bekaert~~7.01 ~~resignation,~~of ~~there~~Form ~~were~~8-K noand ~~(1)~~shall ~~disagreements~~not ~~(as~~be ~~such~~deemed ~~term~~“filed” isfor ~~defined~~purposes of Section in18 ~~Item~~of ~~304~~the Securities Exchange Act of 1934, as amended (athe “Exchange Act”)~~(1)(iv)~~, ~~and~~or otherwise subject to the ~~related~~liabilities of ~~instructions~~that tosection, ~~Item~~nor ~~304~~shall ofit ~~Regulation~~be ~~S-K)~~deemed ~~with~~incorporated ~~Cherry~~by ~~Bekaert~~reference oninto ~~matters~~any of ~~accounting~~the Company’s filings under the Securities ~~principles~~Act orof ~~practices~~1933, ~~financial~~as ~~statement~~amended ~~disclosure~~(the or“Securities ~~auditing~~Act”), ~~scope~~ or ~~procedures,~~the ~~which~~Exchange ~~disagreement~~Act, ifwhether ~~not~~made ~~resolved~~before to or after the ~~satisfaction~~date hereof and regardless of ~~Cherry~~any ~~Bekaert,~~general ~~would~~incorporation ~~have~~language ~~caused~~in itsuch filings, except to ~~make~~the extent expressly set forth by specific reference in tosuch ~~the~~a ~~subject~~filing. ~~matter~~The filing of ~~the~~this ~~disagreement~~Item in7.01 ~~connection with~~of ~~its~~this ~~report~~Current orReport ~~(2)~~on ~~any~~Form ~~reportable~~8-K ~~events~~shall (not be deemed an admission as ~~such~~to ~~term~~the materiality of any information herein that is ~~defined~~required into ~~Item~~be ~~304(a)(1)(v)~~disclosed solely by reason of Regulation ~~S-K)~~FD.

~~The~~Cautionary ~~Company~~Statements ~~provided Cherry Bekaert with a copy of this Current Report~~Regarding ~~on Form 8-K prior to its filing with~~ the ~~Securities~~Monthly ~~and~~Operating Exchange Commission (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.Reports

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company’s reports pursuant to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

Exchange Act Reports

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.	Description
16.1	Letter from Chery Bekaert, dated May 9, 2019
99.1	Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 14, 2019 for Premier Exhibitions, Inc.

99.2

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 14, 2019 for Premier Exhibition Management LLC

99.3

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 10, 2019 for Arts and Exhibitions International, LLC

99.4

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 10, 2019 for Premier Merchandising, LLC

99.5

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 10, 2019 for Premier Exhibitions International, LLC

99.6

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 10, 2019 for Premier Exhibitions NYC, Inc.

99.7

Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 14, 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.~~	PREMIER EXHIBITIONS, INC.
Date: May 10, 2019	By:	/s/Jerome Henshall
Date: May 20, 2019		By:	/s/Jerome Henshall
		~~Jerome Henshall~~	Jerome Henshall
		~~Chief Financial Officer~~	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Monthly Operating Report for the Period of March 1, 2019 through March 31, 2019 dated May 14, 2 019for Premier Exhibitions, Inc.

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