UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 4.01. | Changes in Registrant’s Certifying Accountant. |
On July 10, 2025, the Audit Committee of the Board of Directors of TSS, Inc. (the “Company”) approved the dismissal of Weaver and Tidwell, L.L.P. (“Weaver”) as the Company’s independent registered public accounting firm.
Weaver’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2024 and 2023, and through July 10, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act of 1934, as amended (the “Exchange Act”)) with Weaver 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 Weaver, would have caused Weaver to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and 2023 and through July 10, 2025, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for the material weakness in the Company’s internal control over financial reporting relating to the ineffective design of certain management review controls across a portion of the Company’s financial statements, as disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2025.
The Company provided Weaver with a copy of the disclosures it is making in this Current Report on Form 8-K in response to Item 304(a) of Regulation S-K, and requested that Weaver furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Weaver agrees with the statements made herein. A copy of Weaver’s letter, dated July 16, 2025, is attached as Exhibit 16.1 to this report.
On July 15, 2025, the Company engaged BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025, which was approved by the Audit Committee of the Company’s Board of Directors. During the two most recent fiscal years and through July 15, 2025, the Company did not consult with BDO regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
Item 9.01. | Financial Statements and Exhibits. |
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SIGNATURES
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.
| TSS, INC. |
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| By: | /s/ Daniel M. Chism |
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| Daniel M. Chism |
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| Chief Financial Officer |
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Date: July 16, 2025
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