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FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  April 12, 2024

 

(Exact name of registrant as specified in its charter)

 

 

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

 

 

 

 

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

 

 

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. ☐

 

 

 

(a)  The Audit Committee of the Board of Directors of Usio, Inc., (the “Company”) has selected Pannell Kerr Forster of Texas, P.C. (“PKF”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The Company was informed by its long-standing independent registered public accounting firm, ADKF, P.C. (“ADKF”), that it declined to stand for re-appointment as the Company’s independent registered public accounting firm because it had made a strategic decision to focus their audit practice on non-issuer entities. In anticipation of the possibility of ADKF’s declining to stand for re-appointment, the Company undertook a selection process to determine an appropriate independent registered public accounting firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. On April 12, 2024, the Audit Committee approved the engagement of PKF as the Company’s independent registered public accounting firm effective immediately.

 

The audit reports of ADKF on the consolidated financial statements of the Company and subsidiaries as of and for the years ended December 31, 2023, and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2023 and 2022, and through April 12, 2024, there were no: (i) disagreements with ADKF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ADKF’s satisfaction, would have caused ADKF to make reference to the subject matter thereof in its reports for such years; or (ii) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided ADKF with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from ADKF a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of ADKF’s letter dated April 17, 2024, is attached as Exhibit 16.1.

 

(b)  During the years ended December 31, 2023 and 2022, and subsequent interim period through April 12, 2024, the Company did not consult with PKF 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 the Company's financial statements, and no written report or oral advice was provided to the Company that PKF concluded was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" or a "reportable event", as such terms are defined in Item 304(a)(1)of Regulation S-K.

 

 

 

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.