Form 8-K/A - Current report: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

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 30, 2023

 

Solitron Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-04978		22-1684144
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

901 Sansburys Way, West Palm Beach, Florida		33411
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(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):

 

☐	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))

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

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. ☐

 

 

EXPLANATORY NOTE

 

On September 5, 2023, Solitron Devices, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Original 8-K”) to disclose the dismissal of MaloneBailey, LLP (“MaloneBailey”), the Company’s independent registered public accounting firm. Prior to filing the Original 8-K, the Company provided MaloneBailey with a copy of the disclosure contained in the Original 8-K and requested that MaloneBailey furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements therein and, if not, stating the respects in which it did not agree (the “Auditor Letter”). MaloneBailey furnished the Company with its Auditor Letter prior to the filing of the Original 8-K. The Auditor Letter was unintentionally omitted from the Original 8-K.  The Company is filing this Amendment No. 1 to the Original 8-K solely to provide the Auditor Letter as an exhibit to this filing.

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On August 30, 2023, the Board of Directors and Audit Committee of Solitron Devices, Inc. (the “Company”), approved the dismissal of MaloneBailey, LLP (“MaloneBailey”), as the independent registered public accounting firm of the Company, effective immediately. The Company subsequently notified MaloneBailey of the dismissal.

 

The reports of MaloneBailey on the Company’s financial statements for the fiscal years ended February 28, 2023 and 2022 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years ended February 28, 2023 and 2022 and the subsequent interim period through August 30, 2023, the effective date of MaloneBailey’s dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of MaloneBailey would have caused MaloneBailey to make reference thereto in its reports on the financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company’s internal control over financial reporting as disclosed in the Company’s Annual Reports on Form 10K for the years ended February 28, 2023 and 2022).

 

The Company provided MaloneBailey with a copy of this Current Report on Form 8-K and requested that MaloneBailey furnish a letter addressed to the Securities and Exchange Commission stating whether or not MaloneBailey agrees with the above disclosures. A copy of MaloneBailey’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On September 1, 2023, following approval by the Company’s Board of Directors and Audit Committee, the Company appointed Whitley Penn LLP (“Whitley Penn”) as the new independent registered public accounting firm of the Company.

 

During the fiscal years ended February 28, 2023 and 2022 and the subsequent interim period through August 30, 2023, the effective date of Whitley Penn’s appointment, neither the Company, nor any party on behalf of the Company, consulted with Whitley Penn with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s financial statements, and no written report or oral advice was provided to the Company by Whitley Penn that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

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 Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit
16.1		Letter from MaloneBailey, LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

	SOLITRON DEVICES, INC.
September 5, 2023	By:	/s/ Tim Eriksen
		Tim Eriksen
		Chief Executive Officer and  Chief Financial Officer

 

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Cover	Aug. 30, 2023
Cover [Abstract]
Entity Registrant Name	Solitron Devices, Inc.
Entity Central Index Key	0000091668
Document Type	8-K/A
Amendment Flag	true
Entity Emerging Growth Company	false
Document Period End Date	Aug. 30, 2023
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	22-1684144
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-04978
Entity Address Address Line 1	901 Sansburys Way
Entity Address City Or Town	West Palm Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33411
City Area Code	561
Local Phone Number	848-4311
Amendment Description	On September 5, 2023, Solitron Devices, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (the “Original 8-K”) to disclose the dismissal of MaloneBailey, LLP (“MaloneBailey”), the Company’s independent registered public accounting firm. Prior to filing the Original 8-K, the Company provided MaloneBailey with a copy of the disclosure contained in the Original 8-K and requested that MaloneBailey furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements therein and, if not, stating the respects in which it did not agree (the “Auditor Letter”). MaloneBailey furnished the Company with its Auditor Letter prior to the filing of the Original 8-K. The Auditor Letter was unintentionally omitted from the Original 8-K.  The Company is filing this Amendment No. 1 to the Original 8-K solely to provide the Auditor Letter as an exhibit to this filing.

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