Sonic Foundry Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 4.01 Changes in Registrant's Certifying Accountant.

 

 

On March 10, 2024, Sonic Foundry, Inc. (the "Company"), received a letter from its independent auditor, Wipfli, LLP (“Wipfli”) that they were resigning as the independent registered public accountants for the Company effective immediately. The letter referred to 1) a substantial amount of unpaid fees to Wipfli; 2) an inability to complete review procedures on the Company’s Form 10-Q for the period ended December 31 2023 as a result of the unpaid invoices; 3) the fact that Mr. Burish had resigned from the Company’s board of directors and is no longer willing to provide the level of support he was previously willing to do; and 4) management’s indication that the Company is considering options related to its ongoing operations.

 

During the Company's two most recent fiscal years, the opinion of Wipfli did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During each of the two fiscal years ended September 30, 2022 and 2023 and through March 14, 2024, there were no disagreements with Wipfli within the meaning of Item 304 (a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Wipfli, would have caused it to make reference thereto in its reports for those periods.

 

As previously reported by the Company in its Form 10-K for the fiscal year ended September 30, 2023, the Company had a material weakness in its internal control over financial reporting related to controls over certain transaction level control activities specific to accounting for revenue recognition.

During fiscal 2023 the Company was managed with limited accounting resources.

 

Except for the material weakness described above, there were no reportable events under Item 304(a)(1)(v) of Regulation S-K that occurred within the Company’s fiscal years ended September 30, 2022 or 2023 and the subsequent interim periods preceding the effective date of Wipfli’s departure.

 

The Company requested that Wipfli furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated March 14, 2024, is filed as Exhibit 16.1 to this Form 8-K.

 

 

 

 

 

 

 

 

NUMBER DESCRIPTION

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

(Registrant)