Business Context and Reporting Period
This Form 8-K Current Report was filed by TSS, Inc. on July 10, 2025. The filing addresses a change in the Company's independent registered public accounting firm. TSS, Inc. is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol "TSSI."
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance and audit firm transitions.
Material Changes
- Dismissal of Auditor: On July 10, 2025, the Audit Committee approved the dismissal of Weaver and Tidwell, L.L.P. as the Company's independent registered public accounting firm.
- Engagement of New Auditor: On July 15, 2025, the Company engaged BDO USA, P.C. as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Audit History: Weaver's reports for fiscal years 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements with Weaver regarding accounting principles, practices, or audit scope during the relevant periods.
Outlook, Risks, and Contingencies
Reportable Events: The filing discloses one reportable event: a material weakness in the Company's internal control over financial reporting. This weakness relates to the ineffective design of certain management review controls across a portion of the financial statements, as previously disclosed in the Annual Report on Form 10-K filed on April 15, 2025.
Consultations with New Auditor: The Company did not consult with BDO USA, P.C. regarding accounting principles, audit opinions, or matters that were subjects of disagreement or reportable events prior to their engagement.
Investor Verification Checklist
- Verify the content of the letter from Weaver and Tidwell, L.L.P. (Exhibit 16.1) to confirm their stance on the dismissal and the reported material weakness.
- Review the Annual Report on Form 10-K filed on April 15, 2025, for detailed disclosures regarding the material weakness in internal controls.
- Monitor future filings for the Company's remediation plan regarding the ineffective management review controls.
- Confirm the transition timeline and scope of work for the new auditor, BDO USA, P.C., for the fiscal year ending December 31, 2025.