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): May 9, 2025
FLANIGAN’S ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-6836 | 59-0877638 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| of incorporation) | File Number | Identification Number) |
5059 N.E. 18th Avenue, Fort Lauderdale, Florida 33334
(Address of principal executive office and ZIP code)
Registrant’s telephone number, including area code): (954) 377-1961
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
| ☐ | Soliciting material pursuant to Rule14a-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, $0.10 par value | BDL | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 9, 2025, Flanigan’s Enterprises, Inc., (the “Company”) was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of the Company. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum. On May 9, 2025, following the approval of the Audit Committee of the Company’s Board of Directors, CBIZ CPAs was engaged, effective immediately, as the Company’s independent registered public accounting firm for the fiscal year ended September 27, 2025.
The reports of Marcum regarding the Company’s financial statements for the fiscal years ended September 28, 2024 and September 30, 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended September 28, 2024 and September 30, 2023, and through May 9, 2025, the date of Marcum’s resignation, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report. However, during such periods, there were “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), all of which events constituted material weaknesses in internal control over financial reporting and all of which were reported previously in (i) Item 9A of each of the Company’s Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended September 28, 2024, and the fiscal year ended September 30, 2023 and (ii) Item 4 of each of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended April 1, 2023, July 1, 2023, December 20, 2023, March 30, 2024, June 29, 2024 and December 28, 2024. The material weaknesses related to (a) not maintaining a sufficient complement of accounting and financial reporting personnel and in performing debt covenant calculations, which material weakness was remediated in the quarterly period ended March 30, 2024; (b) not designing and maintaining effective information technology controls and business process controls to ensure that access to applications and data, and the ability to make program and database changes, were adequately restricted to appropriate personnel; and (c) not designing and maintaining effective internal controls to ensure timely and accurate recognition of deferred revenues associated with promotional gift cards.
During the fiscal years ended September 28, 2024 and September 30, 2023, and through May 9, 2025, the date Marcum informed the Company of their resignation, neither the Company nor anyone on the Company’s behalf consulted with CBIZ CPAs regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ CPAs on the Company’s financial statements, and CBIZ CPAs did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such 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), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements made by us in response to Item 304(a) of Regulation S-K and, if it does not agree, the respects in which it does not agree, as required under Item 304(a)(3) of Regulation S-K. A copy of Marcum’s letter, dated May 13, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission dated May 13, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| FLANIGAN’S ENTERPRISES, INC. | ||
| Date: May 13, 2025 | By: | /s/ Jeffrey D. Kastner |
| Jeffrey D. Kastner | ||
| Chief Financial Officer, General Counsel and Secretary | ||