UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Registrant’s telephone number, including area code   (585) 352-7777

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:

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

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. ☐

EXPLANATORY NOTE

This Amended Current Report on Form 8-K/A (this “Form 8-K/A”) amends the current report on Form 8-K that was filed by Transcat, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 2025 (the “Original Report”), reporting the Company’s decision to: (i) dismiss Freed Maxick P.C. (f/k/a Freed Maxick CPAs, P.C., “Freed Maxick”) as its independent registered public accounting firm following the completion of its audit of the Company’s consolidated financial statements as of and for the fiscal year ended March 29, 2025, and the issuance of its report thereon; and (ii) engage Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm for the fiscal year ending March 28, 2026, effective beginning with the review of the Company’s consolidated financial statements for the quarter ending June 28, 2025. This Form 8-K/A is being filed to disclose the specific date of Freed Maxick’s dismissal and to update the disclosures required by Item 304(a) of Regulation S-K through that date.

As previously disclosed in the Original Report, on February 6, 2025, the Company notified Freed Maxick of its dismissal as the Company’s independent registered public accounting firm effective as of the date Freed Maxick completed its audit of the Company’s consolidated financial statements for the fiscal year ended March 29, 2025. The decision to change the Company’s independent registered public accounting firm was approved by the Audit Committee of the Company’s Board of Directors. On May 27, 2025, Freed Maxick completed its audit of the Company’s consolidated financial statements as of and for the fiscal year ended March 29, 2025. Accordingly, the dismissal was effective May 27, 2025.

During the Company’s fiscal years ended March 29, 2025 and March 30, 2024, and the subsequent interim period through the date of this Form 8-K/A, there were no: (1) “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Freed Maxick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Freed Maxick’s satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; or (2) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The audit reports of Freed Maxick on the consolidated financial statements of the Company as of and for the fiscal years ended March 29, 2025 and March 30, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of Freed Maxick on the effectiveness of internal control over financial reporting as of March 29, 2025 and March 30, 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.

The Company provided Freed Maxick with a copy of the foregoing disclosure and requested that Freed Maxick furnish a letter addressed to the SEC stating whether Freed Maxick agrees with the above statements. A copy of the letter from Freed Maxick is filed as Exhibit 16.1.

As previously disclosed in the Original Report, the Company engaged Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026, beginning with the review of the Company’s consolidated financial statements for the quarter ending June 28, 2025.

During the Company’s fiscal years ended March 29, 2025 and March 30, 2024, and the subsequent interim period through the date of this Form 8-K/A, neither the Company nor anyone acting on its behalf consulted Deloitte with respect to 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 on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that Deloitte 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 and related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

(d) Exhibits.

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.