8-K: Pro-Dex, Inc. Appoints Baker Tilly US, LLP as New Independent Auditor Following Moss Adams Merger

Pro-Dex, Inc. has appointed Baker Tilly US, LLP as its new independent registered public accounting firm, succeeding Moss Adams LLP due to a merger.

Summary

• Pro-Dex, Inc. (the "Company") was notified on June 3, 2025, that Moss Adams LLP ("Moss Adams"), its independent registered public accounting firm, merged with Baker Tilly US, LLP.
• Effective June 3, 2025, the combined audit practices operate as Baker Tilly US, LLP ("Baker Tilly").
• In connection with the merger notification, Moss Adams resigned as the Company's auditors.
• The Audit Committee of Pro-Dex's Board of Directors approved the appointment of Baker Tilly as the successor independent registered public accounting firm.
• Audit reports issued by Moss Adams for the years ended June 30, 2024, and 2023, did not contain an adverse opinion, a disclaimer of opinion, nor were they qualified or modified.
• During the years ended June 30, 2024 and 2023, and the subsequent interim period, there were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope or procedure.
• No reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• Neither the Company nor anyone on its behalf consulted with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.
• Moss Adams provided a letter to the SEC, dated June 5, 2025, agreeing with the statements made by Pro-Dex in this Form 8-K filing.

Sentiment

Score: 7

Explanation: The change in independent registered public accounting firm is a result of a merger between the previous auditor and the new one, with no reported disagreements or adverse opinions, indicating a smooth administrative transition.

Positives

• The change in auditor is a result of a merger between the previous firm and the new one, indicating an administrative transition rather than issues with the Company's financial reporting.
• Moss Adams' audit reports for the past two fiscal years (ended June 30, 2024 and 2023) were unqualified, with no adverse opinions, disclaimers, or modifications.
• There were no disagreements with Moss Adams on accounting principles or practices, financial statement disclosure, or auditing scope or procedure, nor any reportable events, ensuring a clean transition.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Management Comments

• The report was signed by Alisha K. Charlton, Chief Financial Officer of Pro-Dex, Inc.

Industry Context

This announcement reflects a common occurrence in the auditing industry where accounting firms merge, leading to changes in client engagements. It is an administrative change for Pro-Dex, Inc. and does not indicate any specific trends or challenges within its operational industry.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact, as the change is administrative and indicates continued compliance with auditing standards.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned, as financial statements will continue to be audited by a reputable firm.

Key Dates

Recommendation

Keywords

Pro-Dex, PDEX, Auditor Change, Independent Accountant, Baker Tilly, Moss Adams, SEC Filing, Form 8-K, Public Accounting Firm, Corporate Governance