UNIVERSAL STAINLESS & ALLOY PRODUCTS INC false 0000931584 0000931584 2023-12-14 2023-12-14 0000931584 us-gaap:CommonStockMember 2023-12-14 2023-12-14 0000931584 us-gaap:PreferredStockMember 2023-12-14 2023-12-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2023

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39467   25-1724540

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

600 Mayer Street, Bridgeville, Pennsylvania   15017
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

 

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.):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   USAP   The Nasdaq Stock Market, LLC
Preferred Stock Purchase Rights     The Nasdaq Stock Market, LLC

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

Change in Registrant’s Certifying Accountant

On December 14, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of Universal Stainless & Allow Products, Inc. (the “Company”) engaged EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. EisnerAmper’s engagement will commence effective immediately.

In deciding to engage EisnerAmper, the Audit Committee concluded that EisnerAmper has no commercial relationships with the Company that would impair its independence. During the fiscal years ended December 31, 2022 and 2021, and during the interim period from January 1, 2023 through December 14, 2023, neither the Company nor anyone acting on its behalf consulted with EisnerAmper regarding either (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by EisnerAmper on the Company’s financial statements, and EisnerAmper did not provide any written report or oral advice that 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 the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 8.01.

Other Events

On December 18, 2023, the Company issued a press release in which it announced the appointment of EisnerAmper, as described in Item 4.01 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits

 

99.1    Press Release dated December 18, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By:  

/s/ Steven V. DiTommaso

  Steven V. DiTommaso
  Vice President and Chief Financial Officer

Dated: December 21, 2023