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Auditor switch at Solitario Resources (NYSE: XPL) follows CPA firm merger

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

Rhea-AI Filing Summary

Solitario Resources Corp. changed its external auditor after its prior accounting firm, Assure CPA, LLC, merged into Sadler, Gibb & Associates. Assure ceased public accounting operations and resigned, and Solitario’s Audit Committee approved Sadler as the new independent registered public accounting firm on June 3, 2026.

The company states that Assure’s audit reports on the December 31, 2025 and 2024 financial statements contained no adverse opinions, disclaimers, or qualifications. Solitario also reports no disagreements or reportable events with Assure over accounting principles, disclosures, or audit procedures during those periods. Assure provided a letter to the SEC, filed as Exhibit 16.1, addressing these disclosures.

Positive

  • None.

Negative

  • None.
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.
Audit periods covered Years ended December 31, 2025 and 2024 Periods for Assure’s audit reports without adverse or qualified opinions
Auditor resignation date reference June 2, 2026 Date Solitario was notified that Assure resigned after merging into Sadler
Auditor appointment approval date June 3, 2026 Date Audit Committee approved Sadler as new independent auditor
Exhibit number for auditor letter Exhibit 16.1 Letter from Assure CPA, LLC regarding agreement with the company’s statements
independent registered public accounting firm financial
"Assure", which served as the independent registered public accounting firm of Solitario Resources Corp."
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
"the Audit Committee of the Board of Directors (the “Audit Committee”) of Solitario approved the resignation"
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.
disagreement regulatory
"any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K"
reportable event regulatory
"or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)"
Item 304(a)(1)(v) of Regulation S-K regulatory
"there were no reportable events as defined by Item 304(a)(1)(v) of Regulation S-K."
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Understanding 8-K Material Events →

 

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.

 

SOLITARIO RESOURCES CORP.

(Exact name of registrant as specified in its charter)

 

Colorado

 

001-32978

 

84-1285791

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4251 Kipling Street, Suite 390

Wheat Ridge, CO 80033

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (303) 534-1030 

 

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:

 

☐

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

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

XPL

 

NYSE American

 

Indicate by checkmark 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 June 2, 2026, Solitario was notified that Assure CPA, LLC (“Assure”), which served as the independent registered public accounting firm of Solitario Resources Corp. (“Solitario”), merged into Sadler, Gibb & Associates (“Sadler”) pursuant to an asset purchase agreement. As a result of the transaction, Assure ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm. Solitario’s prior engagement with Assure as the Company’s independent registered public accounting firm has been concluded with the resignation of Assure.

 

On June 3, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Solitario approved the resignation of Assure and the appointment of Sadler as Solitario’s independent registered public accounting firm. The decision to change Solitario’s independent registered public accounting firm was the result of the merger of Assure with Sadler.

 

During the fiscal years ended December 31, 2025 and 2024, through the subsequent interim period preceding their appointment, neither Solitario, nor anyone on its behalf, consulted with Sadler regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of Solitario, and no written report or oral advice was provided to Solitario by Sadler that was an important factor considered by Solitario 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 that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

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

 

During the two most recent years ended December 31, 2025 and 2024 and through the subsequent interim period preceding the date of resignation of Assure, there were no disagreements between Solitario and Assure on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which would have caused Assure to make reference thereto in its reports on Solitario’s financial statements for such fiscal years.

 

During the two most recent years ended December 31, 2025 and 2024 and through the subsequent interim period preceding the resignation of Assure, there were no reportable events as defined by Item 304(a)(1)(v) of Regulation S-K.

 

Solitario provided Assure with a copy of these disclosures as set forth under this Item 4.01 and requested that Assure furnish Solitario with a letter addressed to the Securities and Exchange Commission stating whether Assure agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the response letter from Assure is attached hereto as Exhibit 16.1.

 

Item 9.01 Financial Statements and Exhibits

 

16.1

Letter from Assure CPA, LLC dated June 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

June 3, 2026

 

 

Solitario Resources Corp.

    
By:

/s/ James R. Maronick

 

 

James R. Maronick, Chief Financial Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Solitario Resources Corp. (XPL) disclose in this 8-K?

Solitario Resources Corp. disclosed that Assure CPA, LLC resigned as its independent registered public accounting firm after merging into Sadler, Gibb & Associates. The Audit Committee then approved Sadler as Solitario’s new independent registered public accounting firm effective June 3, 2026.

Why did Solitario Resources (XPL) change from Assure CPA to Sadler, Gibb & Associates?

The change in auditor resulted from Assure CPA, LLC merging into Sadler, Gibb & Associates under an asset purchase agreement. Following the merger, Assure ceased operations as a public accounting firm and resigned, prompting Solitario’s Audit Committee to appoint Sadler as the new independent auditor.

Were there any disagreements between Solitario Resources (XPL) and Assure CPA before the resignation?

Solitario reports no disagreements with Assure CPA during the years ended December 31, 2025 and 2024 and the subsequent interim period. This includes accounting principles, financial statement disclosure, or audit scope matters that would have required reference in Assure’s audit reports on Solitario’s financial statements.

Did Assure CPA issue any qualified or adverse opinions on Solitario Resources’ (XPL) financials?

According to the disclosure, Assure’s audit reports on Solitario’s financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion. The reports were not qualified or modified for uncertainty, audit scope, or accounting principles during those periods.

How did Assure CPA respond to Solitario Resources’ (XPL) description of the auditor change?

Solitario provided Assure with its disclosures and requested a response letter to the SEC. Assure supplied a letter, filed as Exhibit 16.1, stating its position regarding the company’s statements about the resignation and change in independent registered public accounting firm.

Filing Exhibits & Attachments

6 documents

Other Documents