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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 10, 2026
OMEGA
FLEX, INC.
(Exact
name of registrant as specified in charter)
| Pennsylvania |
|
000-51372 |
|
23-1948942 |
| (State
or other jurisdiction
|
|
(Commission |
|
(I.R.S.
Employer |
| of incorporation) |
|
File
Number) |
|
Identification
No.) |
451
Creamery Way
Exton,
Pennsylvania 19341
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: 610-524-7272
Not
applicable
(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(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
OFLX |
|
NASDAQ
Global Market |
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
The
Audit Committee of the Board of Directors of Omega Flex, Inc. (the “Company”) conducted a comprehensive process to determine
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and issued a Request
for Proposal (“RFP”) to several qualified accounting firms, including RSM US LLP (“RSM”), the Company’s
then current independent registered public accounting firm. As a result of this process, following the review and evaluation of proposals
from participating firms, on May 22, 2026, the Audit Committee approved the appointment of PKF O’Connor Davies LLP (“PKF”)
as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, and the dismissal
of RSM, subject to the completion of certain procedures and the execution of an engagement letter with PKF.
On
June 10, 2026 (the “Effective Date”), following completion of such procedures, the Company executed an engagement letter
with PKF. Accordingly, PKF was appointed as the Company’s independent registered public accounting firm on the Effective Date.
PKF’s appointment will be for the Company’s fiscal year ending December 31, 2026, and related interim quarterly periods ending
June 30, 2026 and September 30, 2026. Also on June 11, 2026, the Company notified RSM that it was dismissed.
The
reports of RSM on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting
principles. During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim quarterly
period ending March 31, 2026 and through the Effective Date (i) there were no disagreements between the Company and RSM on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the
satisfaction of RSM, would have caused RSM to reference the subject matter in their audit report, and (ii) there were no reportable events
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided RSM with a copy of the disclosures contained in this Item 4.01 and has requested that RSM furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of RSM’s letter, dated
June 12, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During
the fiscal years ended December 31, 2025 and 2024, and in the subsequent interim quarterly periods ending March 31, 2026, neither the
Company nor anyone on its behalf consulted PKF on (i) the application of accounting principles to a specified transaction, either completed
or proposed, or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither
a written report nor oral advice was provided to the Company that PKF concluded was an important factor considered by the Company in
reaching a decision as to the 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) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation
S-K.
ITEM
9.01. FINANCIAL STATEMENT AND EXHIBITS
(d)
Exhibits:
Exhibit
Number | | Description |
| | | |
| 16.1 | | Copy of Letter dated June 12, 2026 from RSM US LLP to Securities and Exchange Commission |
| 104 | | Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
OMEGA FLEX, INC. |
| |
|
|
| Date:
June 15, 2026 |
By: |
/s/ Matthew F. Unger |
| |
|
Matthew
F. Unger |
| |
|
Vice
President – Finance and Chief Financial Officer |
