Upexi, Inc. Form 8-K Summary
Business context and reporting period
Upexi, Inc. filed this Current Report on May 6, 2024, reporting an immediate change in its independent registered public accounting firm. The report was signed on May 7, 2024. Upexi is incorporated in Nevada and its common stock trades on Nasdaq under the symbol UPXI.
Financial and operating information
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics. It references audited consolidated financial statements for the fiscal years ended June 30, 2023 and June 30, 2022, but does not include their financial results.
Material change versus the prior period
- Effective May 6, 2024, Upexi dismissed BF Borgers CPA PC as its independent registered public accounting firm.
- The dismissal followed a May 3, 2024 SEC order against BF Borgers and its sole audit partner, Benjamin F. Borgers CPA.
- The Audit Committee unanimously approved the dismissal, and the Board agreed with the recommendation.
- The Company stated that BF Borgers’ audit reports for fiscal 2023 and 2022 contained no adverse opinion, disclaimer, qualification, or modification relating to uncertainty, audit scope, or accounting principles.
- Upexi reported no disagreements with BF Borgers concerning accounting principles, disclosures, or audit scope and procedures, and no reportable events during the two most recent fiscal years or the subsequent interim period.
- The Company had not appointed a successor auditor as of the filing and stated that the Audit Committee and Board would convene to do so.
Outlook, risks, contingencies, and unusual items
The SEC order found that BF Borgers deliberately and systematically failed to conduct audits and quarterly reviews in accordance with applicable PCAOB standards, fraudulently issued audit reports that represented otherwise, and caused audit clients to violate certain Exchange Act provisions. The order bars BF Borgers from appearing or practicing before the SEC, including performing audits or reviews, issuing audit reports, and providing audit consents for SEC filings.
Because BF Borgers is prohibited from appearing or practicing before the SEC, Upexi did not furnish the disclosures in this filing to its former auditor and did not request a former-auditor agreement letter. The filing does not state whether previously issued financial statements or audit work will require reassessment, amendment, or restatement.
Important facts for investors to verify
- Identify the successor independent registered public accounting firm and the timing of its appointment.
- Monitor whether Upexi or its successor auditor identifies any deficiencies, reassessments, amended filings, or restatements related to BF Borgers’ prior work.
- Review the Company’s subsequent periodic filings for updated audit status, internal-control disclosures, and any effects on financial statement reliability.
- Assess whether the auditor transition could delay future filings or create additional compliance, reporting, or financing risks.