Form 8-K - Current report

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): June 29, 2023

PROFIRE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36378

20-0019425

(State or other jurisdiction of incorporation)

Commission
File Number)

(IRS Employer
Identification No.)

321 South 1250 West, Suite 1, Lindon, Utah

(Address of principal executive offices)

84042

(Zip code)

801 796-5127

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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 (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 revise financial 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
Common, $0.001 Par Value	PFIE	NASDAQ

Item 5.05(a) Amendments to the Registrant’s Code of Ethics or Waiver of a Provision of the Code of Ethics.

On June 29, 2023, the Board of Directors of Profire Energy, Inc. (the “Company”) amended and restated the Company’s Code of Ethics and Business Conduct (the “Restated Code”). The Restated Code applies to directors, officers and employees. The revisions contained in the Restated Code were made, among other things, to (i) provide that the most senior accounting and finance manager reporting to the Chief Financial Officer will serve as the chief compliance officer if at any time the Company has not specifically designated a chief compliance officer and (ii) effect administrative, stylistic and typographical changes.

The Restated Code is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference


Item 9.01.			Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

14.1						Profire Energy, Inc. Code of Ethics and Business Conduct, Amended and Restated Effective as of June 29, 2023
104.0						Cover Page Interactive Data File (embedded within the Inline XBRL) document)

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 thereunto duly authorized.


	PROFIRE ENERGY, INC.
Date:	By:	/s/ Ryan W. Oviatt
July 6, 2023		Ryan Oviatt
		Co-Chief Executive Officer & President

	By:	/s/ Cameron M. Tidball
		Cameron M. Tidball
		Co-Chief Executive Officer & President

Profire Energy, Inc. Code of Ethics and Business Conduct

1.Introduction.

1.1The Board of Directors (the “Board”) of Profire Energy, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to:

(a)promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b)promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(c)promote compliance with applicable governmental laws, rules and regulations;

(d)deter wrongdoing; and

(e)ensure accountability for adherence to the Code.

1.2All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 6 Reporting and Enforcement.

2.Honest and Ethical Conduct.

1.1The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

1.2Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

3.Conflicts of Interest.

1.1A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

1.2Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer are expressly prohibited, provided, that advances paid to any director or executive officer for any business expense that otherwise would be subject to reimbursement in the ordinary

course of business pursuant to the Company’s expense reimbursement policy then in effect shall not be deemed to be a prohibited loan.

1.3Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

1.4Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their immediate supervisor or from the person currently designated as the Company’s chief compliance officer (the “Compliance Officer”). If at any time the Company has not designated a Compliance Officer, the most senior accounting and finance manager reporting to the CFO of the Company will be the Compliance Officer for the purposes of this Code. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Compliance Officer with a written description of the activity and seeking the Compliance Officer’s written approval. If the supervisor is involved in the potential or actual conflict, the matter should instead be discussed directly with the Compliance Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

4.Compliance.

1.1Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

1.2Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Compliance Officer.

1.3No director, officer or employee may trade in any Company securities while in possession of material nonpublic information regarding the Company. Directors, officers and employees must make themselves aware of matters pertaining to “insider” trading and the use of nonpublic information and comply fully with the Company’s Statement of Company Policy Regarding Insider Trading, as such policy may be amended from time to time.

1.4The Company and its directors, officers and employees must comply with the United States Foreign Corrupt Practices Act (“FCPA”), under which it is unlawful for U.S. persons and companies to offer, pay, or promise to pay money or anything of value to any foreign official for the purpose of obtaining or retaining business. Federal, state and local jurisdictions in the U.S. also have laws and regulations regarding giving anything of value, including meals and items of nominal value, to U.S. government officials and personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor, other gratuity or item of value in violation of these rules would not only violate the Company’s policy, but could also be a criminal offense. All actions must be pre-approved by our Compliance Officer or legal counsel responsible for FCPA compliance.

5.Disclosure.

1.1Each director, executive officer and employee of the Company who participates in preparing the Company's periodic reports and other documents filed with the SEC, including all

financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

1.2Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must comply with applicable federal securities laws and regulations related to accurately maintaining the Company's books, records and accounts. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.

1.3Each director, officer and employee who is involved in the Company's disclosure process must be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting.

1.4Under the direction of the Board in compliance with applicable laws and regulations, each officer and employee who is involved in the Company's disclosure process must take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6.Reporting and Enforcement.

1.1Reporting and Investigation of Violations.

(a)Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.

(b)Actions prohibited by this Code involving any other person must be reported to the Compliance Officer.

(c)After receiving a report of an alleged prohibited action, the Audit Committee or the Compliance Officer must promptly take all appropriate actions necessary to investigate.

(d)All directors, officers and employees are expected to cooperate in any internal investigation.

1.2Enforcement.

(a)The Company must ensure prompt and consistent action against violations of this Code.

(b)If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board.

(c)If, after investigating a report of an alleged prohibited action by any other person, the Compliance Officer determines that a violation of this Code has occurred, the Compliance Officer will report such determination to the Chief Executive Officer and to the Board.

(d)Upon receipt of a determination that there has been a violation of this Code, the Board or the Chief Executive Officer will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

1.3Waivers.

(a)The Board, in its discretion, may waive any violation of this Code by a director or executive officer. The Chief Executive Officer, in his discretion, may waive any violation of this code by any person who is not a director or executive officer.

(b)Any waiver of this Code for a director or an executive officer shall be disclosed as required by the SEC and the rules of any exchange on which Company securities are listed or other rules to which the Company is subject.

1.4Prohibition on Retaliation.

The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code. To the extent applicable, all directors, officers and employees shall comply fully with any Policy Regarding Accounting and Auditing Matters adopted by the Board or the Audit Committee, as such policy may be amended from time to time.

Cover	Jun. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 29, 2023
Entity Registrant Name	PROFIRE ENERGY, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-36378
Entity Tax Identification Number	20-0019425
Entity Address, Address Line One	321 South 1250 West
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Lindon
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84042
City Area Code	801
Local Phone Number	796-5127
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common, $0.001 Par Value
Trading Symbol	PFIE
Security Exchange Name	NASDAQ
Entity Central Index Key	0001289636
Amendment Flag	false