8-K: Ultralife Switches Auditors to Withum Smith+Brown

Ultralife Corporation has appointed Withum Smith+Brown as its new independent registered public accounting firm, replacing Freed Maxick P.C. due to an acquisition.

Summary

• Ultralife Corporation's Audit and Finance Committee approved the replacement of Freed Maxick P.C. (FM) as its independent registered public accounting firm.
• The change was effective immediately on August 22, 2025, and was prompted by the acquisition of certain assets of FM by Withum Smith+Brown, PC (Withum).
• Withum Smith+Brown, PC has been engaged as the new independent registered public public accounting firm for the fiscal year ending December 31, 2025.
• FM's reports for fiscal years 2023 and 2024 did not contain adverse opinions or disclaimers, nor were they qualified or modified.
• However, FM's report for the fiscal year ended December 31, 2024, expressed an opinion that Ultralife Corporation did not maintain effective internal control over financial reporting due to a material weakness.
• There were no disagreements or reportable events with FM during the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through August 22, 2025.
• Ultralife Corporation did not consult with Withum regarding accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 5

Explanation: The change in auditor is a neutral event, driven by an acquisition, not performance issues. However, the previously disclosed material weakness in internal controls remains a concern, preventing a higher score.

Positives

• The previous auditor, Freed Maxick P.C., did not issue an adverse opinion or a disclaimer of opinion on the Company's financial statements for fiscal years ended December 31, 2023 and 2024.
• There were no disagreements with Freed Maxick P.C. on accounting principles, financial statement disclosure, or auditing scope or procedure during the specified periods.
• There were no reportable events with Freed Maxick P.C. during the specified periods.
• The change in auditor was due to an acquisition of the previous firm's assets, indicating a non-contentious transition.

Negatives

• The Company did not maintain effective internal control over financial reporting for the fiscal year ended December 31, 2024, due to a material weakness, as opined by the previous auditor.

Risks

• A material weakness in internal control over financial reporting for the fiscal year ended December 31, 2024, could lead to misstatements in financial reporting.

Management Comments

• The Audit and Finance Committee of the Board of Directors of Ultralife Corporation, Inc. approved the replacement of Freed Maxick P.C. as the Company's independent registered public accounting firm, due to the acquisition of certain assets of FM by Withum Smith+Brown, PC, effective immediately.
• The Committee approved the engagement of Withum as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

Industry Context

This is a routine corporate governance event, often occurring when accounting firms undergo mergers or acquisitions. It ensures continuity of audit services and compliance with SEC regulations. It does not reflect broader industry trends beyond the consolidation within the accounting profession.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding the change in auditor and confirms the absence of disagreements with the previous firm, while also reiterating the known material weakness in internal controls.
• Regulatory Authorities: Demonstrates compliance with SEC reporting requirements regarding changes in certifying accountants.

Next Steps

• Withum Smith+Brown, PC will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Recommendation

The filing primarily concerns a routine change in the independent registered public accounting firm due to an acquisition, which is a neutral event. While the previously disclosed material weakness in internal controls is a concern, this filing does not introduce new information that would warrant a change in investment thesis. Investors should hold and monitor future filings for updates on the remediation of the material weakness and the new auditor's findings.

Keywords

Ultralife Corporation, ULBI, SEC filing, 8-K, auditor change, independent registered public accounting firm, Freed Maxick, Withum Smith+Brown, material weakness, internal control, corporate governance, financial reporting