WASHINGTON, D.C. 20549

Form 8-K

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 (see General Instruction A.2. below):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0024	TLF	Nasdaq

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.  ☐

---

(a)  Dismissal of Previous Independent Registered Public Accounting Firm

 

On March 27, 2024, the Audit Committee of the Board of Directors (the “Committee”) of Tandy Leather Factory, Inc. (the “Company”) dismissed Weaver & Tidwell LLP (“Weaver”) as the Company’s independent registered public accounting firm effective as of that date.  The Company had not yet engaged Weaver to perform audit services for fiscal 2024.  Weaver’s audit reports on the Company’s consolidated financial statements for the Company’s fiscal years ended December 31, 2023 and December 31, 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2023 and December 31, 2022, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Weaver on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Weaver’s satisfaction, would have caused Weaver to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Weaver with a copy of the disclosures contained herein and has requested that Weaver furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree.  A copy of Weaver’s letter, dated March 28, 2024, is filed as Exhibit 16.1 herewith.

 

(b) Appointment of New Independent Registered Public Accounting Firm

 

On March 29, 2024, the Company, with the approval of the Committee, engaged Whitley Penn (“WP”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.  Prior to this engagement, WP had not performed any previous audit or non-audit services for the Company.

 

(d) Exhibits

 

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 hereunto duly authorized.