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  4. [8-K] Outdoor Holding Co Reports Material Event

Outdoor Holding Company (POWW) replaces Withum with Grant Thornton as auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Outdoor Holding Company changed its independent auditor. On June 26, 2026, the Audit Committee dismissed WithumSmith+Brown, PC as independent registered public accounting firm after completion of the audit for the fiscal year ended March 31, 2026.

Withum’s audit report for that year contained no adverse opinion, disclaimer of opinion, or qualifications related to uncertainty, scope, or accounting principles, and the company reports no disagreements or reportable events during the period. The Audit Committee engaged Grant Thornton LLP as the new independent auditor for the fiscal year ending March 31, 2027, and notes that the company had not previously consulted Grant Thornton on accounting or auditing matters. A confirming letter from Withum dated June 29, 2026 is filed as an exhibit.

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Insights

Outdoor Holding shifts auditors with no reported disputes or issues.

Outdoor Holding Company’s Audit Committee replaced WithumSmith+Brown, PC with Grant Thornton LLP as independent auditor effective June 26, 2026. The prior audit opinion on the year ended March 31, 2026 was clean, without adverse or qualified language.

The company states there were no “disagreements” or “reportable events” with Withum during the covered periods, which reduces concern that the change stems from disclosed accounting conflicts. Withum’s agreement letter is included as Exhibit 16.1, providing regulatory confirmation of these disclosures.

Because the filing does not discuss reasons for the change, investors mainly gain visibility that Grant Thornton will audit the fiscal year ending March 31, 2027. Future reports under the new auditor will show how consistently the company’s accounting policies and judgments are applied over time.

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.
Auditor dismissal date June 26, 2026 Effective date WithumSmith+Brown, PC was dismissed
New auditor engagement date June 26, 2026 Date Audit Committee approved Grant Thornton LLP
Last audited fiscal year end March 31, 2026 Year-end for Withum’s clean audit opinion
Next audit fiscal year end March 31, 2027 Year-end to be audited by Grant Thornton LLP
Withum letter date June 29, 2026 Date of Exhibit 16.1 confirming Item 4.01 statements
independent registered public accounting firm financial
"approved the dismissal of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm"
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.
disagreements regulatory
"there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K)"
reportable events regulatory
"During the fiscal year ... there were 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.
Regulation S-K regulatory
"“disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto)"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Audit Committee financial
"the Audit Committee of the Board of Directors ... approved the dismissal of WithumSmith+Brown"
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.
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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 26, 2026

 

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

 

Delaware   001-13101   30-0957912

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1100 Circle 75 Pkwy Suite 1300

Atlanta, GA 30339

(Address of principal executive offices)

 

(480) 947-0001

(Registrant’s telephone number, including area code)

  

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:

 

☐ 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, $0.001 par value   POWW   The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value   POWWP   The Nasdaq Stock Market LLC (Nasdaq Capital 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.

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

On June 26, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Outdoor Holding Company (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective June 26, 2026. Withum’s dismissal followed the filing on June 22, 2026 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which included Withum’s audit report on the Company’s consolidated financial statements for the fiscal year ended March 31, 2026.

 

The audit report of Withum on the Company’s consolidated financial statements as of and for the fiscal year ended March 31, 2026 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 year ended March 31, 2026, and the subsequent interim period through June 26, 2026, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such year.

 

During the fiscal year ended March 31, 2026, and the subsequent interim period through June 26, 2026, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Withum with a copy of the disclosures made in this Current Report on Form 8-K and requested that Withum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Withum agrees with the statements made by the Company in this Item 4.01. A copy of Withum’s letter, which is dated June 29, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

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

 

On June 26, 2026, the Audit Committee approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, effective upon the dismissal of Withum.

 

During the fiscal years ended March 31, 2026 and 2025, and the subsequent interim period through June 26, 2026, neither the Company nor anyone acting on its behalf consulted with Grant Thornton with respect to (i) the application of accounting principles to a specified 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 by Grant Thornton that Grant Thornton 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) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

  16.1 Letter from WithumSmith+Brown, PC, dated June 29, 2026
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  Outdoor Holding Company
   
Dated:  June 29, 2026 By: /s/ Paul J. Kasowski
    Paul J. Kasowski
    Chief Financial Officer
       

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Outdoor Holding Company (POWW) disclose in this 8-K?

Outdoor Holding Company’s Audit Committee dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and engaged Grant Thornton LLP effective June 26, 2026. Withum had just completed the audit for the fiscal year ended March 31, 2026.

Were there any disagreements between Outdoor Holding Company (POWW) and WithumSmith+Brown?

The company reports no “disagreements” with Withum as defined in Item 304(a)(1)(iv) of Regulation S-K during the fiscal year ended March 31, 2026 or the interim period through June 26, 2026. There were also no “reportable events” disclosed.

Who is the new independent auditor for Outdoor Holding Company (POWW)?

The Audit Committee engaged Grant Thornton LLP as Outdoor Holding Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. This engagement became effective upon Withum’s dismissal on June 26, 2026.

Did Outdoor Holding Company (POWW) previously consult Grant Thornton on accounting matters?

The filing states that during the fiscal years ended March 31, 2026 and 2025 and through June 26, 2026, the company did not consult Grant Thornton on accounting principles, audit opinions, or issues involving disagreements or reportable events.

What is Exhibit 16.1 in Outdoor Holding Company’s (POWW) 8-K?

Exhibit 16.1 is a letter from WithumSmith+Brown, PC dated June 29, 2026. It is addressed to the SEC and states whether Withum agrees with Outdoor Holding Company’s Item 4.01 disclosures about the auditor change.

What period did WithumSmith+Brown audit for Outdoor Holding Company (POWW)?

WithumSmith+Brown served as independent registered public accounting firm for the fiscal year ended March 31, 2026. Its audit report on Outdoor Holding Company’s consolidated financial statements for that year contained no adverse opinion, disclaimer of opinion, or qualification.

Filing Exhibits & Attachments

7 documents

Other Documents