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) ~~October~~November 2214, 2024

Alpine 4 Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware

001-40913

46-5482689

(STATE OR OTHER JURISDICTION

OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYER IDENTIFICATION NO.)

4201 N 24th St. Suite 150

Phoenix, AZ 85016

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

480-702-2431

(ISSUER TELEPHONE NUMBER)

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

2375 E. Camelback Rd, Suite 600

Phoenix, AZ 85016

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under 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
Class A Common Stock	ALPP	Over the Counter Market

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 84.~~01.~~02 ~~Other~~Non-Reliance ~~Events~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~October~~November 2215, 2024, ~~Kent~~the B.Board ~~Wilson,~~of Directors (the ~~CEO~~“Board”) of Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), ~~shared~~in conjunction with the ~~following~~Audit ~~letter~~Committee toof the ~~shareholders~~Board and Management, determined that (1) a lease commencement date, as defined in ASC 842 Accounting for Leases, for an operating lease entered into in 2022 had not been met, and (2) the incremental borrowing rates used in accounting for certain operating leases entered into in 2022 were incorrect. As a result, right-of-use assets and lease liabilities as of June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, and September 30, 2023, were overstated by material amounts. The Company is evaluating the impact of these items on the Company’s operating expenses, loss from operations and adjusted EBITDA for FY 2022 and 2023. As such the ~~market:~~Company determined that the consolidated financial statements in the Company’s previously filed Quarterly Reports on Form 10-Q for the periods ended June 30 and September 30, 2022, the Annual Report on Form 10-K for the year ended December 31, 2022, as well as the Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2023, should no longer be relied upon.

~~Dear~~The ~~Shareholders~~Company intends to amend its Quarterly Reports for the quarters ended June 30 and ~~Employees~~September 30, 2022, the Annual Report on Form 10-K for the year ended December 31, 2022, as well as the Quarterly Reports for the quarters ended March 31, June 30, and September 30, 2023, to reflect restatements of these consolidated financial statements.

AsThe weChief ~~stated~~Executive ~~within~~Officer ~~last~~and ~~week's 8-K filing~~President, ~~Alpine~~the ~~4’s~~Interim ~~common~~Chief ~~stock~~Financial ~~has been removed from trading on Nasdaq~~Officer, ~~effective~~and ~~last Friday. Further, you have hopefully seen in our SEC filings, we have worked closely with~~ the ~~Nasdaq~~Audit ~~Hearings~~Committee ~~Panel to seek and receive several extensions~~ of the ~~deadlines~~Board byhave ~~which~~discussed ~~we needed to regain compliance with~~ the ~~Nasdaq~~matters ~~listing~~disclosed ~~requirements.~~in Wethis ~~greatly~~Item appreciate the Hearings Panel staff and their willingness to listen to our explanations for the reasons for our requests for additional time, and for their willingness to grant as much additional time as they did4.02 ~~Unfortunately,~~with ~~we were unable to complete~~ the ~~filing of our Annual Report for 2023 by the extended deadline of October 15, and as such, the Hearings Panel and Nasdaq determined to remove the~~ Company’s ~~common stock from trading on the Nasdaq~~auditors. Our management and board of directors share your disappointment and frustration, and as you will see below, we have worked and are continuing to work hard to complete the 2023 audit, finalize the 2023 Annual Report, and prepare and finalize the Quarterly Reports for the interim periods.

As wepart ~~continue~~of tothe ~~work~~audit ~~towards~~of ~~regaining~~the ~~compliance~~Company’s financial statements for the year ended December 31, I2023, ~~wanted~~the Company engaged Rivers & Moorehead LLP (“Rivers”) to provide ~~additional~~an ~~clarity~~independent ~~regarding~~assessment of the ~~challenges~~IBR weused ~~have~~on ~~faced~~three ~~and~~operating ~~the~~leases ~~steps~~that wecommenced ~~are~~in ~~taking~~2022. toTheir ~~move~~analysis ~~forward.~~involved ~~Since~~determining ~~our~~a ~~initial~~synthetic ~~delay~~credit inrating Q3based ~~2022~~on various financial metrics, wesuch ~~have~~as ~~encountered~~Return ~~significant~~on ~~obstacles~~Capital, ~~primarily~~Net ~~due~~Debt/EBITDA, toCurrent ~~the~~Ratio, ~~complex~~and ~~auditing~~other ~~requirements~~financial ~~involved~~ratios inand ~~managing~~indicators. ~~multiple~~Rivers ~~subsidiaries~~determined ~~across~~a ~~different~~synthetic ~~sectors.~~credit ~~While~~rating weof ~~fully~~CCC+ ~~understand~~for ~~and~~unsecured ~~acknowledge~~debt, ~~the~~which, ~~importance~~when adjusted for secured instruments, translated into a final rating of B. This rating formed the ~~work~~basis ~~performed~~for bya ~~our~~term ~~independent~~structure ~~auditors~~of borrowing rates. During this analysis, management and ~~outside~~the ~~advisors~~Company’s prior auditors, ~~various~~RSM ~~parts~~US LLP, identified an error related to one of ~~the~~Quality ~~timeline~~Circuit ~~have~~Assembly’s leases, which had been ~~beyond~~recorded in our ~~control~~2022 financial statements, but which had not commenced as of December 31, 2022, based on guidance from ASC 842 Accounting for Leases. ~~The~~This ~~testing~~error led to an overstatement of both assets and ~~validation~~liabilities ~~process~~by asapproximately ~~well~~$5 asmillion. Although the ~~need~~impact ~~for~~is ~~our~~an ~~auditor’s~~equal ~~approval~~decrease to the assets and ~~consent~~liabilities, ~~have~~the ~~dictated~~amount ~~much~~is ofmaterial, ~~this~~warranting ~~process~~a restatement to accurately reflect the Company’s financial position.

In our prior 8-K filed on October 22, 2024, the Company stated, "The auditing process has been further complicated by differences in opinion between our previous and current auditors over several key accounting and financial reporting items." ~~These~~To ~~differences have necessitated the involvement of third-party consultants to evaluate and determine any potential impact on the financial statements. As a result~~clarify, ~~timelines~~there ~~have~~is ~~been~~no ~~repeatedly~~dispute ~~extended,~~between placing us beyond the Nasdaq extension period. When it became clear we would not meet the final deadline, we promptly notified Nasdaq, and the delisting process was initiated. Despite these setbacks, I want to assure you that our ~~management~~previous ~~team has been working tirelessly to resolve these audit issues~~ and ~~bring~~current ~~us back into compliance~~auditors.

~~Additionally,~~Item I5.02 ~~want~~Departure ~~to address some~~ of ~~the~~Directors ~~misinformation~~or ~~that~~Certain myOfficers; ~~team~~Election ~~has~~of ~~informed~~Directors; meAppointment of ~~that~~Certain isOfficers; ~~circulating~~Compensatory onArrangements ~~various~~of ~~social media platforms.~~ Certain ~~individuals have falsely suggested that we are intentionally withholding financials, whether due to unfavorable results or other speculative nefarious reasons~~Officers. I want to be absolutely clear that this is not the case and that we are not withholding our financial statements for any reason. We have never operated, nor will we ever operate, in such a manner. As I mentioned earlier, the delay in releasing our financial statements is entirely due to the ongoing audit work, and we are waiting for our auditors to complete their reviews and provide the necessary approvals. Once their audits are finalized and consent is granted, we will release the financials and file our 2023 Annual Report without delay.

IOn ~~also~~November ~~encourage~~14, ~~all~~2024, ~~shareholders~~Andrew toCall ~~refer~~submitted tohis ~~our~~resignation ~~official~~as ~~filings~~a ~~for~~member ~~our~~of ~~latest~~the ~~information.~~Board ~~All~~of ~~updates~~Directors we(the ~~have been able to provide~~“Board”), ~~given~~as ~~our~~well ~~delinquency~~as ~~status,~~from ~~have~~his ~~been~~position ~~published~~as ~~through~~Chair of the ~~SEC~~Audit ~~Edgar~~Committee ~~system.~~of Inthe ~~2024 alone~~Board, weeffective ~~have filed 19 public 8-K updates addressing various business and compliance-related issues~~immediately.

WeMr. ~~understand~~Call’s ~~that~~resignation ~~shareholders~~from ~~are~~the ~~eager~~Board ~~for~~was ~~news~~a ~~and~~result ~~updates,~~of ~~especially~~a ~~regarding~~new ~~the~~job ~~performance~~ and ~~strategic~~its ~~direction~~time ofcommitment ~~our~~and ~~subsidiaries.~~was ~~Unfortunately,~~not the ~~delays~~result ~~in the completion and filing~~ of ~~our~~any ~~public~~disagreement ~~reports~~with ~~has~~the ~~resulted~~Company, inthe ~~an inability to raise capital~~Board, ~~which~~or ~~has~~management ~~placed~~on aany ~~significant~~matter ~~financial~~relating ~~strain~~to onthe ~~our~~Company’s ~~businesses~~operations, ~~which~~policies, inor ~~turn~~practices, ~~has~~or ~~limited~~as ~~the~~a ~~number~~result of ~~successes~~this ~~we have been able to share publicly~~restatement. ~~We are confronting these challenges of capital~~

~~raising~~Kent ~~and~~Wilson, ~~financial~~the ~~strains~~Company’s ~~head-on,~~Chief Executive Officer and wePresident, ~~appreciate~~thanked ~~your~~Mr. ~~continued~~Call ~~patience~~for ashis weyears ~~work~~of ~~through~~dedicated ~~these~~service ~~challenges~~to the Company.

While we work through this process, it remains difficult to set a definitive date for our next Shareholders Meeting. As such, we are postponing the previously announced shareholder meeting until further notice. We will provide updates as we gain more clarity on the path forward and finalize our plans.

Future Steps and Continuity of Business

I also want to assure you that management is actively exploring multiple strategic options for the company. These options include potential formal restructuring initiatives, asset divestitures, mergers, and other corporate actions aimed at stabilizing and revitalizing the company. Our restructuring consultants are currently reviewing these possibilities, and we are in close consultation with our securities counsel to ensure that any decisions align with regulatory requirements. Once we have completed these consultations and developed a concrete plan, we will review the proposals with the public and keep you informed of all significant developments.

Thank you again for your continued support and understanding during this difficult time.

Sincerely,

Kent B. Wilson, CEO

Forward-looking Statements

This Report, including the disclosures set forth herein, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

For example, forward-looking statements include statements regarding the timing of the filing of the Annual Report and Quarterly Reports. Actual results could differ materially from the results projected in or implied by the forward-looking statements made in this report. Factors that might cause these differences include, but are not limited to: the possibility of unanticipated delays that will prevent the filing of the Annual Report and the Quarterly Reports pursuant to the anticipated timeline; and the risk that the work necessary to complete the Annual Report and the Quarterly Reports is greater than anticipated or may involve the resolution of additional issues identified during the review process. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. Other risk factors that may impact these forward-looking statements are discussed in more detail in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on May 5, 2023. Copies of the Company’s 2022 Annual Report and other periodic reports are available through the Company's Investor Relations department and website, alpine4.com. The Company expressly disclaims any obligation or intention to update these forward-looking statements to reflect new information and developments.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
104						Cover Page Interactive Data File (formatted as 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.

Alpine 4 Holdings, Inc.

By: /s/ Kent B. Wilson

Kent B. Wilson

Chief Executive Officer, President

(Principal Executive Officer)

Date: ~~October~~November 2219, 2024

Filing Compare · ALPINE 4 HOLDINGS, INC.