RCM Technologies (RCMT) changes auditors and discloses material control weaknesses

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RCM Technologies, Inc. reported a change in independent auditors and disclosed previously identified material weaknesses in its internal control over financial reporting. On April 29, 2026, the company dismissed EisnerAmper LLP and engaged WithumSmith+Brown, PC as its new independent registered public accounting firm.

EisnerAmper’s report on the January 3, 2026 financial statements was unqualified, and the audit committee approved the auditor change. However, EisnerAmper had communicated material weaknesses, including ineffective entity-level and business process controls, insufficient documentation of management review controls, weaknesses in risk assessment and monitoring controls, and inadequate documentation of change management and logical access controls for timekeeping systems.

The new firm, WithumSmith+Brown, will audit the company’s January 2, 2027 financial statements and internal controls and review its 2027 quarterly results. The company states there were no disagreements with EisnerAmper on accounting principles, disclosure, or audit scope, and no other reportable events beyond the described internal control weaknesses.

Positive

None.

Negative

Material weaknesses in internal control were identified, covering entity-level controls, business process cycles, management review documentation, risk assessment and monitoring activities, and IT change management and logical access for timekeeping systems, increasing the risk of undetected financial reporting errors.

Insights

Auditor change is routine, but disclosed control weaknesses are a clear governance concern.

RCM Technologies replaced EisnerAmper LLP with WithumSmith+Brown, PC as independent auditor effective April 29, 2026. The audit committee approved this move, and EisnerAmper’s opinion on the January 3, 2026 financial statements was clean, which reduces concern about past misstatements.

More consequential is EisnerAmper’s communication of material weaknesses in entity-level controls, business process controls, management review documentation, risk assessment and monitoring, and IT change management and logical access for timekeeping systems. These weaknesses increase the risk that errors in financial reporting may not be prevented or detected promptly.

WithumSmith+Brown is engaged to audit both the January 2, 2027 financial statements and internal controls and to review 2027 interim reports. Subsequent filings covering the 2027 fiscal year will show whether these internal control weaknesses have been remediated and whether the new auditor identifies any additional issues.

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 dismissal date: April 29, 2026 New auditor effective year-end: January 2, 2027 Last EisnerAmper audit year-end: January 3, 2026 +1 more

4 metrics

Auditor dismissal date April 29, 2026 Date EisnerAmper LLP was dismissed as independent auditor

New auditor effective year-end January 2, 2027 Fiscal year-end for WithumSmith+Brown audit and control opinion

Last EisnerAmper audit year-end January 3, 2026 Fiscal year-end covered by EisnerAmper’s unqualified opinion and control findings

Prior Withum audit years 2022-2024 Withum served as independent public auditors for 2022, 2023, 2024 fiscal years

Key Terms

independent registered public accounting firm, material weaknesses, internal control over financial reporting, risk assessment and monitoring activities, +1 more

5 terms

independent registered public accounting firm regulatory

"dismissed EisnerAmper LLP (“Eisner”) as its 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.

material weaknesses financial

"communication by Eisner... of the following material weaknesses"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control over financial reporting financial

"the effectiveness of internal control over financial reporting of the Company"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

risk assessment and monitoring activities financial

"did not design and maintain effective controls related to the Company’s risk assessment and monitoring activities"

Regulation S-K regulatory

"reportable events as defined in Item 304(a)(1)(v) of Regulation S-K"

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.

Understanding 8-K Material Events →

05/04/2026 - 04:19 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): April 29, 2026

RCM Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada		1-10245		95-1480559
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey		08109-4613
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code (856) 356-4500

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.05 per share	RCMT	The NASDAQ Stock Market LLC

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))

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) Previous Independent Registered Public Accounting Firm.

(i) On April 29, 2026, RCM Technologies, Inc. (the “Company”) dismissed EisnerAmper LLP (“Eisner”) as its independent registered public accounting firm.

(ii) Eisner’s audit report on the consolidated financial statements of the Company and subsidiaries for the fiscal year ended January 3, 2026 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) The Company’s Audit Committee approved the decision to change independent registered public accounting firms.

(iv) In connection with the audit of the Company’s financial statements for the fiscal year ended January 3, 2026 and through April 29, 2026, there have been no disagreements with Eisner on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Eisner, would have caused it to make reference to the subject matter of such disagreement(s) in connection with its report. During the same period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the communication by Eisner, in connection with its report on the consolidated financial statements of the Company and subsidiaries for the fiscal year ended January 3, 2026, of the following material weaknesses: (i) Company management did not design and maintain effective internal controls at the entity level and over business process cycles; (ii) Company management did not design or maintain sufficient documentation during its management review controls across the Company's financial statement areas; (iii) Company management did not design and maintain effective controls related to the Company’s risk assessment and monitoring activities, including controls to periodically evaluate financial reporting risks and monitor the effectiveness of internal controls over financial reporting; and (iv) Company management did not retain sufficient documentation to evidence the design and implementation of controls over the change management and logical access cycles for its timekeeping systems.

(v) The Company has requested that Eisner furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. Such letter is filed hereunder as Exhibit 16.1.

(b) New Independent Registered Public Accounting Firm.

(i) On April 29, 2026 and effective the same date, on the recommendation of the Company’s Audit Committee, the Company engaged WithumSmith+Brown, PC (“Withum”) as its independent registered public accounting firm to audit the Company’s financial statements as of and for the fiscal year ending January 2, 2027, and the effectiveness of internal control over financial reporting of the Company as of January 2, 2027, and to review the Company’s financial statements for the fiscal quarters of the fiscal year ended January 2, 2027.

Withum previously served as the Company’s independent public auditors for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022.

(ii) Except in connection with Withum’s service as the Company’s independent public auditors for prior fiscal years, as noted above, the Company has not, during the two most recent fiscal years and through April 29, 2026, consulted with Withum regarding either 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 financial statements of the Company, or regarding any matters or reportable events described in Items 304(a)(2)(i) or (ii) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.

Exhibit Number
16.1	Letter from EisnerAmper LLP to the Securities and Exchange Commission regarding change in certifying accountants.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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.

	RCM TECHNOLOGIES, INC.

	By:	/s/ Kevin D. Miller
		Kevin D. Miller
		Chief Financial Officer, Treasurer and Secretary

Dated: May 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditors did RCM Technologies (RCMT) disclose?

RCM Technologies dismissed EisnerAmper LLP as its independent registered public accounting firm on April 29, 2026, and engaged WithumSmith+Brown, PC effective the same date. The new auditor will handle the fiscal year ending January 2, 2027, including internal control and quarterly review work.

Why is the RCM Technologies (RCMT) auditor change potentially important for investors?

The auditor change coincides with disclosure of material weaknesses in internal control over financial reporting. While EisnerAmper gave an unqualified opinion on January 3, 2026 financials, its control findings suggest elevated risk around financial reporting processes until remediation is demonstrated in later periods.

What material weaknesses in internal control did RCM Technologies (RCMT) report?

EisnerAmper reported weaknesses in entity-level and business process controls, documentation of management review controls, risk assessment and monitoring activities, and documentation of change management and logical access controls for timekeeping systems. These issues can impair timely prevention or detection of financial reporting misstatements.

Did RCM Technologies (RCMT) report disagreements with EisnerAmper on accounting issues?

The company states there were no disagreements with EisnerAmper regarding accounting principles, financial statement disclosure, or audit scope for the year ended January 3, 2026 and through April 29, 2026. Without such disagreements, the auditor change appears driven by other considerations disclosed in the filing.

What work will WithumSmith+Brown perform for RCM Technologies (RCMT) going forward?

WithumSmith+Brown is engaged to audit RCM Technologies’ financial statements as of and for the fiscal year ending January 2, 2027 and the effectiveness of internal control over financial reporting. The firm will also review financial statements for the fiscal quarters of that 2027 fiscal year.

How might RCM Technologies (RCMT) address the reported internal control weaknesses?

The filing identifies material weaknesses but does not detail remediation steps. Investors will need to review future annual and quarterly reports to see management’s remediation plans and whether the new auditor concludes that internal control over financial reporting has become effective.

Filing Exhibits & Attachments

4 documents