8-K: Usio, Inc. Announces Change in Independent Public Accounting Firm Following PKF Texas Merger

Usio, Inc. has appointed WithumSmith+Brown PC as its new independent registered public accounting firm, effective June 1, 2025, following the merger of its previous auditor, PKF Texas, into Withum.

Summary

• Usio, Inc. was notified on June 1, 2025, that Pannell Kerr Forster of Texas, P.C. (PKF Texas) would no longer serve as its independent registered public accounting firm.
• This change occurred because the partners of PKF Texas became partners of WithumSmith+Brown PC (Withum).
• WithumSmith+Brown PC was appointed as Usio's new independent registered public accounting firm on June 1, 2025.
• The decision to engage Withum was approved by the audit committee of Usio's board of directors.
• PKF Texas's audit report for the fiscal year ended December 31, 2024, did not contain an adverse opinion, disclaimer, or any qualifications.
• There were no disagreements between Usio and PKF Texas on accounting principles, financial statement disclosure, or auditing scope/procedures.
• No reportable events, as defined by Regulation S-K, occurred between Usio and PKF Texas.
• Usio did not consult with Withum on any accounting principles, audit opinions, or reportable events during the two most recent fiscal years (ended December 31, 2024 and 2023) or through June 5, 2025.

Sentiment

Score: 7

Explanation: The sentiment is positive because the auditor change is due to a merger of the accounting firms, not due to any issues with Usio's financial reporting or disagreements with the auditor. The previous audit was clean, and the transition appears smooth and compliant with regulatory requirements, indicating good corporate governance.

Positives

• The transition of the independent registered public accounting firm was due to a merger of the previous firm's partners, indicating a procedural change rather than a performance-related issue.
• The audit report from the previous firm, PKF Texas, for the fiscal year ended December 31, 2024, was clean, with no adverse opinions, disclaimers, or qualifications.
• There were no disagreements on accounting principles, financial statement disclosure, or auditing scope/procedures between Usio and PKF Texas.
• No reportable events were identified, indicating a smooth relationship with the former auditor.
• The appointment of the new firm, WithumSmith+Brown PC, was approved by the audit committee of the board of directors, demonstrating proper corporate governance.

Risks

• While the transition appears smooth, any change in auditors carries an inherent, albeit low, risk of disruption to the audit process or institutional knowledge transfer, though the document mitigates this by stating no prior disagreements or consultations with the new firm on contentious issues.

Future Outlook

The document does not provide forward-looking statements regarding the company's financial performance or strategic direction, focusing solely on the change in its independent registered public accounting firm.

Management Comments

• Louis A. Hoch, Chief Executive Officer and President, signed the report on behalf of Usio, Inc., affirming the company's compliance with SEC reporting requirements regarding the auditor change.

Industry Context

Changes in independent public accounting firms are common in the financial industry, often driven by mergers and acquisitions among accounting firms, as seen with PKF Texas becoming part of WithumSmith+Brown PC. Such changes are closely monitored by regulators and investors to ensure continuity of robust financial oversight and adherence to auditing standards.

Comparison to Industry Standards

• The process followed by Usio, Inc. for changing its auditor, including the audit committee's approval and the confirmation from the outgoing auditor of no disagreements or reportable events, aligns with standard corporate governance practices and SEC requirements (Item 304 of Regulation S-K) for such transitions.
• The clean audit report from PKF Texas for the fiscal year ended December 31, 2024, is consistent with expectations for a company undergoing a routine auditor change due to external factors (firm merger) rather than internal issues.

Corporate Governance

Stakeholder Impact

• Shareholders: The change in auditor, being a routine transition due to an accounting firm merger and without any reported disagreements or issues, provides continued assurance of independent and reliable financial statement audits, which is positive for investor confidence.
• Regulatory Bodies: The detailed disclosure and confirmation from the outgoing auditor ensure compliance with SEC regulations regarding auditor changes, maintaining transparency.

Next Steps

• WithumSmith+Brown PC will serve as Usio, Inc.'s independent registered public accounting firm for future audits, beginning with the current fiscal year.

Key Dates

Keywords

Auditor Change, Independent Public Accounting Firm, Form 8-K, SEC Filing, Corporate Governance, Financial Reporting, Usio Inc., PKF Texas, WithumSmith+Brown PC, Audit Committee