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): ~~February~~March 177, 2023

Salt Blockchain Inc.

(Exact Name of Registrant Specified in Charter)


Delaware (State or Other Jurisdiction of Incorporation)	000-56283 (Commission File Number)	81-4029835 (I.R.S. Employer Identification No.)



Not Applicable (1)		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (303) 243-5018

Not Applicable

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

(1)

In June 2020, the registrant became a remote-first company and does not maintain a principal executive office.

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))

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. ☐

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Item 45.0102 Departure ~~Changes~~of inDirectors ~~Registrant’s~~or ~~Certifying~~Certain ~~Accountant~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~March 17, ~~2022~~2023, ~~Friedman~~the ~~LLP~~Board ~~(“Friedman”),~~of Directors of Salt Blockchain Inc.’s (the “Company”) ~~independent~~appointed ~~public~~Dirk ~~accounting firm~~Anderson, ~~combined with Marcum LLP. Effective December 30, 2022, Friedman requested leave to withdraw from~~ the ~~Public~~ Company’s ~~Accounting~~current ~~Oversight~~Chief ~~Board~~Technology ~~(“PCAOB”). As a result~~Officer, ~~Friedman~~to ~~notified~~ the ~~Company~~position ~~on February 17, 2023 that the auditor-client relationship has ceased, and the Company is currently in the process~~ of ~~identifying~~President ~~a successor independent registered public accounting firm~~ and ~~will~~Chief ~~disclose~~Operating ~~its engagement of a new independent registered public accounting firm once the selection process has been completed~~Officer.

~~Friedman’s~~Mr. ~~audit~~Anderson, ~~reports~~age on56, has served as the Company’s ~~consolidated~~Chief ~~financial~~Technology ~~statements~~Officer since January 2020. Prior to that, Mr. Anderson served as our Vice President of Information Technology and ~~for~~Security ~~the~~from ~~fiscal~~July ~~years~~2019 ~~ended~~to December 312019, ~~2021~~and as our Director of Cyber Risk and ~~December~~Applied 31Cryptography. Since August 2019, ~~2020~~Mr. ~~did~~Anderson ~~not~~serves ~~contain~~as anthe ~~adverse~~Committee ~~opinion~~Chair orof the Certified Bitcoin Professional (CBP) Program and is a ~~disclaimer~~member of ~~opinion~~the Crypto Currency Security Standard (CCSS) development committee at the CryptoCurrency Certification Consortium (C4), ~~and~~a ~~was~~non-profit ~~not~~organization ~~qualified~~responsible orfor ~~modified~~establishing ascryptocurrency totraining, ~~uncertainty~~standards, ~~audit~~and ~~scope~~certifications. orIn ~~accounting~~August ~~principles~~2017, ~~except~~Mr. Anderson founded TTExec, LLC, a privately-held company that ~~the~~provided ~~reports~~downloadable ~~contained~~scenarios anfor ~~explanatory~~incident ~~paragraph~~response ~~stating~~and ~~that~~business ~~there~~continuity related tabletop exercises (discussion-based sessions). Until December 2020, when TTExec, LLC was ~~substantial~~fully ~~doubt~~dissolved, ~~about~~he ~~the~~also ~~Company~~served as TTExec, LLC’s ~~ability~~Chief toExecutive ~~continue~~Officer asand was a ~~going~~member ~~concern~~of the board. From July 2007 to August 2017, he was employed by Coalfire Systems, Inc., the largest U.S. based independent IT governance, risk and compliance consulting firm, where he held various positions including: Vice President of Enterprise Risk and Compliance; Vice President, Threat Intelligence & Operations; Regional Vice President of Professional Services; and Managing Director. Mr. Anderson studied mathematics at Regis University.

~~During~~Item ~~the~~9.01 ~~fiscal~~Financial ~~years~~Statement ~~ended December 31, 2021~~ and December 31, 2020 and the subsequent interim period through December 31, 2022, there were no: (1) disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-KExhibits.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Friedman with a copy of the disclosures in this Current Report on Form 8-K prior to filing with the SEC and requested that Friedman furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Friedman’s letter dated February 24, 2023, stating that they agree with the statements made herein, is attached as Exhibit 16.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

16.1		Letter from Friedman LLP regarding change in certifying accountant
Exhibit Number		Description of Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1		Employment Agreement by and between Dirk Anderson and Salt Blockchain Inc., effective as of July 1, 2021 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on August 18, 2021)
104		Cover page of this Current Report on Form 8-K formatted in 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.

	SALT BLOCKCHAIN INC.
Dated: February 24, 2023	By:	/s/ Shawn Owen
Dated: March 10, 2023	By:	/s/ Shawn Owen
	Name:	Shawn Owen
	Title:	Chief Executive Officer

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