Auditor change at Idaho Strategic Resources (NYSE: IDR) after Assure CPA merger

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Idaho Strategic Resources, Inc. reported a change in its independent auditor following a merger of its prior firm. On June 3, 2026, Assure CPA, LLC, the company’s independent registered public accounting firm, merged into Sadler, Gibb & Associates, LLC, ceased public audit operations, and resigned.

The Audit Committee approved this resignation and the engagement of Sadler, Gibb & Associates, LLC on June 5, 2026, as auditor for the fiscal year ending December 31, 2026. The company states there were no disagreements or reportable events with Assure CPA, LLC for the 2024 and 2025 fiscal years or the subsequent interim period.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor resignation date: June 3, 2026 New auditor approval date: June 5, 2026 Fiscal year coverage: December 31, 2024 and 2025 +2 more

5 metrics

Auditor resignation date June 3, 2026 Date Assure CPA, LLC notified the company of resignation

New auditor approval date June 5, 2026 Audit Committee approval of Sadler, Gibb & Associates, LLC

Fiscal year coverage December 31, 2024 and 2025 Years audited by Assure CPA, LLC with unmodified opinions

New audit term Fiscal year ending December 31, 2026 Period for which Sadler, Gibb & Associates, LLC is engaged

Exhibit letter date June 5, 2026 Date of Assure CPA, LLC letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, Audit Committee, reportable events, asset purchase agreement, +1 more

5 terms

independent registered public accounting firm financial

"Assure CPA, LLC, which served as the independent registered public accounting firm of Idaho Strategic Resources, Inc."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Audit Committee financial

"were approved by the Audit Committee of the Company’s Board of Directors on June 5, 2026"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

reportable events regulatory

"no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

asset purchase agreement financial

"merged into Sadler, Gibb & Associates, LLC pursuant to an asset purchase agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/08/2026 - 05:06 PM

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):

June 3, 2026

Commission file number: 001-41320

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

Idaho

82-0490295

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

201 N. 3rd Street, Coeur d’Alene, ID		83814
(Address of principal executive offices)		(zip code)

Registrant's telephone number, including area code: (208) 625-9001

N/A

(Former Name or Former Address if Changed Since Last Report)

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):

☐	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(g) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, no par value		IDR		NYSE American

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.

(a) Resignation of Independent Registered Public Accounting Firm.

On June 3, 2026, we were notified that Assure CPA, LLC, which served as the independent registered public accounting firm of Idaho Strategic Resources, Inc. (the “Company”), merged into Sadler, Gibb & Associates, LLC pursuant to an asset purchase agreement. As a result of the transaction, Assure CPA, LLC ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm.

The resignation of Assure CPA, LLC and the engagement of Sadler, Gibb & Associates, LLC described in paragraph (b) below were approved by the Audit Committee of the Company’s Board of Directors on June 5, 2026.

Assure CPA, LLC audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2024 and December 31, 2025 and the subsequent interim period through June 5, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure CPA, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure, CPA, LLC satisfaction, would have caused Assure CPA, LLC to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Assure CPA, LLC with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure CPA, LLC furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. A copy of Assure CPA, LLC letter, dated June 5, 2026, is filed as Exhibit 16.1 hereto.

(b) Engagement of New Independent Registered Public Accounting Firm.

On June 5, 2026, the Audit Committee approved the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

During the fiscal years ended December 31, 2024 and December 31, 2025 and the subsequent interim period through June 5, 2026, neither the Company nor anyone on its behalf consulted with Sadler, Gibb & Associates, LLC regarding either (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Sadler, Gibb & Associates, LLC 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 a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).

Item 9.01. Financial Statements and Exhibits.

16.1 —

Letter from Assure, CPA, LLC, dated June 5, 2026

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 thereunto duly authorized.

	IDAHO STRATEGIC RESOURCES, INC.

	By:	/s/ John Swallow
		John Swallow
		Its: President & CEO
		Date: June 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Idaho Strategic Resources (IDR) disclose?

Idaho Strategic Resources disclosed that Assure CPA, LLC resigned as its independent registered public accounting firm after merging into Sadler, Gibb & Associates, LLC. The Audit Committee then approved Sadler, Gibb & Associates, LLC as the new auditor for the fiscal year ending December 31, 2026.

Why did Assure CPA, LLC resign from the Idaho Strategic Resources (IDR) audit?

Assure CPA, LLC resigned because it merged into Sadler, Gibb & Associates, LLC under an asset purchase agreement and ceased operations as a public accounting firm. This corporate transaction, rather than a dispute with Idaho Strategic Resources, triggered the auditor resignation.

Were there any disagreements between Idaho Strategic Resources (IDR) and Assure CPA, LLC?

The company reports no disagreements with Assure CPA, LLC on accounting principles, financial statement disclosure, or audit scope during the 2024 and 2025 fiscal years and through June 5, 2026. It also states there were no reportable events under Item 304(a)(1)(v) of Regulation S-K.

How were Assure CPA, LLC’s prior audit opinions on Idaho Strategic Resources characterized?

Assure CPA, LLC’s audit reports on Idaho Strategic Resources’ consolidated financial statements for the years ended December 31, 2024 and December 31, 2025 did not contain adverse opinions or disclaimers, and were not qualified or modified for uncertainty, audit scope, or accounting principles, according to the company.

What role did the Audit Committee play in Idaho Strategic Resources’ auditor change?

The Audit Committee of Idaho Strategic Resources’ Board of Directors approved both the resignation of Assure CPA, LLC and the engagement of Sadler, Gibb & Associates, LLC on June 5, 2026. This indicates the board committee overseeing financial reporting formally authorized the transition in independent auditors.

Did Idaho Strategic Resources consult Sadler, Gibb & Associates before their engagement?

The company states that during 2024, 2025, and through June 5, 2026, it did not consult Sadler, Gibb & Associates, LLC on accounting principles, specific transactions, or potential audit opinions, and had no disagreements or reportable events involving that firm before its formal engagement as auditor.

Filing Exhibits & Attachments

6 documents