IVDA 8-K
Iveda Solutions, Inc. (IVDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Overview
“On May 3, 2024, the Commission entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together, “BF Borgers”)”.
“BF Borgers has been denied the privilege of appearing or practicing before the Commission, issuers that have engaged BF Borgers to audit or review financial information to be included in any Exchange Act filings to be made on or after the date of the Order will need to engage a new qualified, independent, PCAOB-registered public accountant. For example:
Form 10-K filings on or after the date of the Order may not include audit reports from BF Borgers. Each fiscal year presented must be audited by a qualified, independent, PCAOB-registered public accountant that is permitted to appear or practice before the Commission.
Exchange Act reports that were filed before the date of the Order do not necessarily need to be amended solely because of the Commission’s entry of the Order. However, issuers should consider whether their filings may need to be amended to address any reporting deficiencies arising from the BF Borgers engagement.”
For more details please consult:
https://www.sec.gov/newsroom/speeches-statements/staff-statement-borgers-05032024
As a result of this finding, the Company engaged Weinberg & Co (“Weinberg”), PCAOB ID #572, as our successor auditor in order to re-audit the Financial Statements for the year ended December 31, 2023 and audit the Financial Statements for the year ended December 31, 2024 . Weinberg’s audited and restated 2023 Financial Statements will be disclosed in the Company’s Form 10-K on April 15, 2025, wherein the restatement findings are presented under “Note 11 - Restatement of Previously Issued Financial Statements” and read as follows:
The financial statements for the year ended December 31, 2023 and the accumulated deficit as of December 31, 2022 have been restated. Subsequent to the original issuance of these financial statements, our audit committee and management determined the following:
As of December 31, 2022
● the Company erroneously did not recognize a valuation decrease in recorded deferred tax assets in its Taiwan subsidiary.
● the Company erroneously did not recognize an intercompany payable to its subsidiary, Iveda Taiwan.
Assets affected included other assets and liabilities affected included accounts and other payables.
As of December 31, 2023
● the Company had erroneously capitalized software development costs during 2023 and 2024 Quarterly filings.
● In addition, the Company is making certain reclassification entries.
The effects on the previously issued financial statements are as follows:
For periods before 2022, Management of the Company determined that the following:
[1] The Deferred Tax asset of $146,560 was no longer a valid tax difference. The amount was recorded as an adjustment to accumulated deficit at December 31, 2022.
[2] The intercompany amount due to Iveda Taiwan was understated by $200,000 related to a payment made on behalf of Iveda US by Iveda Taiwan.
For the year ending December 31, 2023, Management of the Company determined the following:
[3] An adjustment for $792,612 related to expensing the research and development expense was needed related to activity in 2023. The amount was recorded as a reduction to assets and the associated expense was recorded to the statement of operations. An adjustment for a total of $339,350 related to expensing the research and development expense was needed related to activity through September 30, 2024. The amount was recorded as a reduction to assets and the associated expense was recorded to the statement of operations.
[4] An adjustment for $180,000 to expense its investment in Iveda Phils JV originally recorded as a consolidation but we have determined this investment should have been recorded as the equity method. This effected Cash, Accounts and Other Payables, Joint Venture Non-Controlled Equity Portion, Accumulated Other Comprehensive Income (Loss) and accumulated deficit.
Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the year ended December 31, 2023, (the “Affected Period”) should be restated and should no longer be relied upon.
Impact of the Restatement
The impact of the restatement on the Financial Statements for the year ended December 31, 2023 balance sheets, statements of operations, statement of stockholders’ equity and statements of cash flows for the Affected Period is presented within our 10-K being filed coincident with this 8-K on April 15, 2025.
The impact of the restatement on the Financial Statements for December 31, 2023 also affects the 2023 and 2024 quarterly reports (10-Qs) presentation. We have presented the following tables which represent the restated values for the balance sheets, statements of operations, statements of stockholders’ equity and statements of cash flows for the 2023 and 2024 10-Q Financial Statements.
SCHEDULE OF RESTATEMENTS FOR 2023
The following table presents the effect of the restatements of the Company’s previously issued balance sheet:
| As of March 31, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | $ | 288,599 | $ | (146,560 | )[1] | $ | 142,039 | [1] | ||||
| Property and Equipment, Net | 204,516 | (170,785 | )[3] | 33,731 | [3] | |||||||
| Accounts and Other Payables | (1,313,360 | ) | (200,000 | )[2] | (1,513,360 | )[2] | ||||||
| Accumulated Deficit | (45,256,934 | ) | (517,345 | ) | (45,774,279 | ) | ||||||
| As of June 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | 270,721 | (146,560 | )[1] | 124,161 | ||||||||
| Property and Equipment, Net | 465,182 | (355,753 | )[3] | 109,429 | ||||||||
| Accounts and Other Payables | (2,408,670 | ) | (200,000 | )[2] | (2,608,670 | ) | ||||||
| Accumulated Deficit | (46,014,306 | ) | (702,313 | ) | (46,716,619 | ) | ||||||
| As of September 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | 429,049 | (146,560 | )[1] | 282,489 | ||||||||
| Property and Equipment, Net | 651,931 | (546,402 | )[3] | 105,529 | ||||||||
| Accounts and Other Payables | (1,161,569 | ) | (200,000 | )[2] | (1,361,569 | ) | ||||||
| Accumulated Deficit | (46,843,124 | ) | (892,962 | ) | (47,736,086 | ) | ||||||
The following table presents the effect of the restatements of the Company’s previously issued statement of operations
| for the three months ended March 31, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Research and Development | - | 170,785 | [3] | 170,785 | ||||||||
| Net Loss attributable to Iveda Solutions, Inc. | (828,818 | ) | (170,785 | )[3] | (999,603 | ) | ||||||
| Basic and Diluted Cost per Share | (0.04 | ) | $ | (0.52 | )* | |||||||
| Weighted Average Shares Outstanding | 15,498,689 | 1,937,336 | ||||||||||
| For the six months ended June 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Research and Development | - | 355,753 | [3] | 355,753 | ||||||||
| Net Loss attributable to Iveda Solutions, Inc. | (1,307,635 | ) | (355,753 | )[3] | (355,753 | ) | ||||||
| Basic and Diluted Cost per Share | (0.08 | ) | $ | (0.18 | )* | |||||||
| Weighted Average Shares Outstanding | 15,926,952 | 1,990,869 | ||||||||||
| For the nine months ended September 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Research and Development | - | 546,402 | [3] | 546,402 | ||||||||
| Net Loss attributable to Iveda Solutions, Inc. | (2,136,453 | ) | (546,402 | )[3] | (546,402 | ) | ||||||
| Basic and Diluted Cost per Share | (0.13 | ) | $ | (0.27 | )* | |||||||
| Weighted Average Shares Outstanding | 15,941,265 | 1,992,658 | ||||||||||
| * | Restated per share amount reflects a reverse stock split of the outstanding shares of our Common Stock at a ratio of 1-for-8 effected on September 17, 2024. |
The following table presents the effect of the restatements of the Company’s previously issued statement of stockholders’ equity
| Accumulated Deficit | Total Stockholders’ Equity | |||||||
| Balance, March 31, 2023 as previously reported | $ | (45,256,934 | ) | $ | 8,341,698 | |||
| Prior Period Adjustments [1] [2] | (346,560 | ) | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development [3] | (170,785 | ) | (170,785 | ) | ||||
| Balance, March 31, 2023 as restated | (45,774,279 | ) | 7,824,353 | |||||
| Balance, June 30, 2023 as previously reported | (46,014,306 | ) | 7,540,809 | |||||
| Prior Period Adjustments [1] [2] | (346,560 | ) | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development [3] | (355,753 | ) | (355,753 | ) | ||||
| Balance, June 30, 2023 as restated | (46,716,619 | ) | 6,838,496 | |||||
| Balance, September 30, 2023 as previously reported | (46,843,124 | ) | 6,680,020 | |||||
| Prior Period Adjustments [1] [2] | (346,560 | ) | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development [3] | (546,402 | ) | (546,402 | ) | ||||
| Balance, September 30, 2023 as restated | $ | (47,736,086 | ) | $ | 5,787,058 |
The following table presents the effect of the restatements of the Company’s previously issued statement of cashflows:
| for the three months ended March 31, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | $ | (550,263 | ) | $ | (170,785 | )[3] | $ | (721,048 | ) | |||
| Net Cash Provided by (Used in) Operating Activities | 172,563 | (170,785 | )[3] | 1,778 | ||||||||
| Purchase of Property and Equipment, Net | (176,156 | ) | 170,785 | [3] | (5,371 | ) | ||||||
| Net Cash Provided by (Used in) Investing Activities | (176,156 | ) | 170,785 | [3] | (5,371 | ) | ||||||
| for the six months ended June 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | $ | (1,307,635 | ) | $ | (355,753 | )[3] | $ | (1,663,388 | ) | |||
| Net Cash Provided by (Used in) Operating Activities | 851,117 | (355,753 | )[3] | 495,364 | ||||||||
| Purchase of Property and Equipment, Net | (439,708 | ) | 355,753 | [3] | (83,955 | ) | ||||||
| Net Cash Provided by (Used in) Investing Activities | (439,708 | ) | 355,753 | [3] | (83,955 | ) | ||||||
| for the nine months ended September 30, 2023 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | $ | (2,136,453 | ) | $ | (546,402 | )[3] | $ | (2,682,855 | ) | |||
| Net Cash Provided by (Used in) Operating Activities | (1,865,342 | ) | (546,402 | )[3] | (2,411,744 | ) | ||||||
| Purchase of Property and Equipment, Net | (638,046 | ) | 546,402 | [3] | (91,644 | ) | ||||||
| Net Cash Provided by (Used in) Investing Activities | (638,046 | ) | 546,402 | [3] | (91,644 | ) | ||||||
SCHEDULE OF RESTATEMENTS FOR 2024
The following table presents the effect of the restatements of the Company’s previously issued balance sheet:
| As of March 31, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | $ | 252,213 | $ | (146,560 | )[1] | $ | 105,653 | |||||
| Property and Equipment, Net | 1,071,249 | (981,012 | )[3] | 90,237 | ||||||||
| Accounts and Other Payables | (1,101,491 | ) | (200,000 | )[2] | ||||||||
| JV Accrued Expenses | 12,183 | [4] | (1,289,308 | ) | ||||||||
| Cash | 3,899,152 | (9,083 | )[4] | 3,890,069 | ||||||||
| Non-controlling interest | 109,860 | (109,860 | )[4] | - | ||||||||
| Accumulated Other Comprehensive Income (Loss) | (257,178 | ) | (1,169 | )[4] | (258,347 | ) | ||||||
| Accumulated Deficit | $ | (49,049,993 | ) | $ | (1,435,501 | ) | $ | (50,485,494 | ) | |||
| As of June 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | $ | 248,190 | $ | (146,560 | )[1] | $ | 101,630 | |||||
| Property and Equipment, Net | 1,177,452 | (1,092,712 | )[3] | 84,740 | ||||||||
| Accounts and Other Payables | (1,678,335 | ) | (200,000 | )[2] | ||||||||
| JV Accrued Expenses | 23,755 | [4] | (1,854,580 | ) | ||||||||
| Cash and Cash Equivalents | 2,857,423 | (4,305 | )[4] | 2,853,118 | ||||||||
| Non-controlling interest | 119,670 | (119,670 | )[4] | - | ||||||||
| Accumulated Other Comprehensive Income (Loss) | (277,736 | ) | (710 | )[4] | (277,026 | ) | ||||||
| Accumulated Deficit JV | - | |||||||||||
| Accumulated Deficit | $ | (49,544,271 | ) | $ | (1,540,202 | ) | $ | (51,084,473 | ) | |||
| As of September 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Other Assets | $ | 219,280 | $ | (146,560 | )[1] | $ | 72,720 | |||||
| Intangible Asset, Net | 1,131,962 | (1,131,962 | )[3] | - | ||||||||
| Accounts and Other Payables | (2,701,427 | ) | (200,000 | )[2] | ||||||||
| JV Accrued Expenses | 50,536 | [4] | (2,850,891 | ) | ||||||||
| Cash and Cash Equivalents | 3,598,012 | (1,734 | )[4] | 3,596,278 | ||||||||
| Other Current Assets | 548,312 | (3,278 | )[4] | 545,034 | ||||||||
| Non-controlling interest | 132,605 | (132,605 | )[4] | - | ||||||||
| Accumulated Other Comprehensive Income (Loss) | (249,035 | ) | (962 | )[4] | (248,073 | ) | ||||||
| Accumulated Deficit | $ | (50,099,282 | ) | $ | (1,566,565 | ) | $ | (51,665,847 | ) | |||
The following table presents the effect of the restatements of the Company’s previously issued statement of operations
| for the three months ended March 31, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| General and Administrative Expenses | $ | 1,342,863 | $ | (17,504 | )[4] | $ | 1,325,359 | |||||
| Research and Development | - | 188,400 | [3] | 188,400 | ||||||||
| Total Operating Expenses | 1,342,863 | 170,896 | [3][4] | 1,513,759 | ||||||||
| Loss Before Income Taxes | (1,087,356 | ) | (170,896 | )[3][4] | (1,258,252 | ) | ||||||
| Net Loss | (1,118,700 | ) | (170,896 | )[3][4] | (1,289,596 | ) | ||||||
| Net loss attributable to Non-controlling Interest | 10,502 | (10,502 | )[4] | - | ||||||||
| Net loss attributable to Iveda Solutions, Inc. | (1,108,198 | ) | (181,398 | )[3][4] | (1,289,596 | ) | ||||||
| Basic and Diluted Cost per Share | $ | (0.04 | ) | $ | (0.67 | )* | ||||||
| Weighted Average Shares Outstanding | 15,498,689 | 1,937,336 | ||||||||||
| For the six months ended June 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| General and Administrative Expenses | 2,358,231 | (34,998 | )[4] | 2,323,233 | ||||||||
| Research and Development | $ | - | $ | 300,100 | [3] | $ | 300,100 | |||||
| Total Operating Expenses | 2,358,231 | 265,102 | [3][4] | 2,623,333 | ||||||||
| Loss Before Income Taxes | (1,590,880 | ) | (265,102 | )[3][4] | (1,855,982 | ) | ||||||
| Net Loss | $ | (1,623,475 | ) | $ | (265,102 | )[3][4] | $ | (1,888,577 | ) | |||
| Net loss attributable to Non-controlling Interest | 20,999 | (20,999 | )[4] | - | ||||||||
| Net loss attributable to Iveda Solutions, Inc. | (1,602,476 | ) | (286,101 | )[3][4] | (1,888,577 | ) | ||||||
| Basic and Diluted Cost per Share | $ | (0.08 | ) | $ | (0.95 | )* | ||||||
| Weighted Average Shares Outstanding | 15,926,952 | 1,990,869 | ||||||||||
| For the nine months ended September 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| General and Administrative Expenses | 3,370,549 | (67,153 | )[4] | 3,303,396 | ||||||||
| Research and Development | $ | - | $ | 339,350 | [3] | $ | 339,350 | |||||
| Total Operating Expenses | 3,370,549 | 272,197 | [3][4] | 3,642,746 | ||||||||
| Loss Before Income Taxes | (2,165,353 | ) | (272,197 | )[3][4] | (2,437,550 | ) | ||||||
| Net Loss | $ | (2,197,817 | ) | $ | (272,197 | )[3][4] | $ | (2,470,014 | ) | |||
| Net loss attributable to Non-controlling Interest | 40,330 | (40,330 | )[4] | - | ||||||||
| Net Loss attributable to Iveda Solutions, Inc. | $ | (2,157,487 | ) | $ | (312,527 | )[3][4] | $ | (2,470,014 | ) | |||
| Basic and Diluted Cost per Share | $ | (0.13 | ) | $ | (1.24 | )* | ||||||
| Weighted Average Shares Outstanding | 15,941,265 | 1,992,658 | ||||||||||
| * | Restated per share amount reflects a reverse stock split of the outstanding shares of our Common Stock at a ratio of 1-for-8 effected on September 17, 2024. |
The following table presents the effect of the restatements of the Company’s previously issued statement of stockholder’s equity
| Accumulated Deficit | Total Stockholders’ Equity | |||||||
| Balance, March 31, 2024 as previously reported | $ | (49,949,994 | ) | $ | 4,645,074 | |||
| Correction of Prior Period Adjustments | (346,560 | )[1][2] | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development | (981,012 | )[3] | (981,012 | ) | ||||
| Balance, March 31, 2024 as restated | (51,277,566 | ) | 3,317,502 | |||||
| Balance, June 30, 2024 as previously reported | (46,014,306 | ) | 7,540,809 | |||||
| Correction of Prior Period Adjustments | (346,560 | )[1][2] | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development | (1,092,712 | )[3] | (1,092,712 | ) | ||||
| Rounding | ||||||||
| Balance, June 30, 2024 as restated | (47,453,578 | ) | 6,101,537 | |||||
| Balance, September 30, 2024 as previously reported | (46,843,124 | ) | 6,680,020 | |||||
| Correction of Prior Period Adjustments | (346,560 | )[1][2] | (346,560 | ) | ||||
| Capitalized Software expensed to Research and Development | (1,131,962 | )[3] | (1,131,962 | ) | ||||
| Balance, September 30, 2024 as restated | (48,321,646 | ) | 5,201,498 |
The following table presents the effect of the restatements of the Company’s previously issued statement of cashflows:
| for the three months ended March 31, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | $ | (1,108,198 | ) | $ | (188,400 | )[3] | $ | (1,296,598 | ) | |||
| Net Cash Provided by (Used in) Operating Activities | (1,112,075 | ) | (188,400 | )[3] | (1,300,475 | ) | ||||||
| Purchase of Property and Equipment, Net | (188,400 | ) | 188,400 | [3] | - | |||||||
| Net Cash Provided by (Used in) Investing Activities | (188,400 | ) | 188,400 | [3] | - | |||||||
| for the six months ended June 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | (1,602,476 | ) | (300,100 | )[3] | (1,902,576 | ) | ||||||
| Net Cash Provided by (Used in) Operating Activities | (1,983,318 | ) | (300,100 | )[3] | (2,283,418 | ) | ||||||
| Purchase of Property and Equipment, Net | (302,726 | ) | 300,100 | [3] | (2,626 | ) | ||||||
| Net Cash Provided by (Used in) Investing Activities | (302,726 | ) | 300,100 | [3] | (2,626 | ) | ||||||
| for the nine months ended September 30, 2024 | ||||||||||||
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Net Loss | (2,157,487 | ) | (339,350 | )[3] | (2,496,837 | ) | ||||||
| Net Cash Provided by (Used in) Operating Activities | (3,203,769 | ) | (339,350 | )[3] | (3,543,119 | ) | ||||||
| Purchase of Property and Equipment, Net | (638,046 | ) | 339,350 | [3] | (298,696 | ) | ||||||
| Net Cash Provided by (Used in) Investing Activities | $ | (638,046 | ) | $ | 339,350 | [3] | $ | (298,696 | ) | |||
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.
| IVEDA SOLUTIONS, INC. | ||
| Date: April 15, 2025 | By: | /s/ Robert J. Brilon |
| Name: | Robert J. Brilon | |
| Title: | Chief Financial Officer | |