Espey Mfg. & Electronics 更换审计机构：解聘 Withum、改聘 PKF，无任何会计分歧或报告事件

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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
October
13, 2026
ESPEY
MFG. & ELECTRONICS CORP.
(Exact name of registrant as specified in
its charter)
New
York
001-04383
14-1387171
(State
or Other Jurisdiction of Incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
233
Ballston Avenue
,
Saratoga
Springs
,
New
York
12866
(Address
of principal executive offices)
(
518
)
584-4100
(Registrant’s
telephone number, including area code)
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 $.33-1/3 par value
ESP
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
On
October 13, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors of Espey Mfg. & Electronics
Corp. (the “Company”), the Company dismissed WithumSmith+Brown, PC (“Withum”) as its independent registered public
accounting firm. Concurrently, following the completion of an evaluation process, the Audit Committee selected PKF O’Connor Davies
(“PKF”) as the Company’s new independent registered public accounting firm for the fiscal year ending June 30, 2027,
subject to the completion of PKF’s standard client acceptance procedures.
Withum’s
reports on the Company’s financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2026 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During
the fiscal years ended June 30, 2025 and June 30, 2026 there were: (i) no “disagreements” within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions between the Company and Withum on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to Withum’s satisfaction, would have caused Withum to
make reference thereto 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 Withum with a copy of the disclosures it is making in this Current Report on Form 8-K and has requested that Withum
furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with these statements. A copy
of Withum’s letter, dated October 15, 2026, is attached hereto as Exhibit 16.1.
During
the fiscal years ended June 30, 2025 and June 30, 2026, neither the Company nor anyone on its behalf has consulted with PKF regarding:
(i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, 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 any accounting, auditing or financial
reporting issue; (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
ITEM
9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(d)
Exhibits
Exhibit No.
Document
16.1
Letter
from WithumSmith+Brown, PC to the Securities and Exchange Commission, October 15, 2026
104
Cover Page Interactive Data File (embedded
within the Inline XBRL document).
1
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.
Date: October 16, 2026
ESPEY
MFG. & ELECTRONICS CORP.
By:
/s/
Kaitlyn O’Neil
Kaitlyn O’Neil
Chief Financial Officer
2

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EX-16.1
2
ea030881401ex16-1.htm
LETTER FROM WITHUMSMITH+BROWN, PC TO THE SECURITIES AND EXCHANGE COMMISSION, OCTOBER 15, 2026
Exhibit 16.1
October 15, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Ladies and Gentlemen:
We have read
the statements included under Item 4.01 of the Form 8-K dated October 15, 2026, to be filed by our former client, Espey Mfg. & Electronics
Corp. We agree with the statements concerning our Firm contained in Item 4.01 of such Form 8-K. We are not in a position to agree or disagree
with other statements contained therein.
Very truly yours,
WithumSmith+Brown, PC