My Market Wizard

Filing Category: Auditor Change

  • Aspire Biopharma Holdings, Inc. 8-K Analysis & Summary – 2/21/2025

    Analyst Summary

    • Aspire Biopharma Holdings, Inc. consummated its business combination with PowerUp Acquisition Corp.
    • The company entered into a Securities Purchase Agreement, issuing convertible debentures with a 20% original issue discount.
    • The company issued commitment shares as consideration for the Securities Purchase Agreement.
    • The company changed its name and stock ticker symbols.
    • Marcum LLP was dismissed as the independent registered public accounting firm and Bush & Associates CPA LLC was appointed.

    Opportunities and Risks

    • The company has the opportunity to use the proceeds from the debenture offering for working capital purposes.
    • The company faces risks related to obtaining and maintaining the listing of its securities on Nasdaq.
    • The company’s ability to realize the anticipated benefits of the Business Combination is subject to competition and its ability to grow and manage growth profitably.
    • The company’s success depends on retaining or recruiting officers, key employees, or directors.
    • The company is subject to the impact of the regulatory environment and complexities with compliance.
    • The company’s business may be adversely affected by changes in government regulations.
    • The company’s inability to adequately protect our intellectual property interests or infringement on intellectual property interests of others.

    Potential Implications

    Stock Price

    • The issuance of convertible debentures and commitment shares may have a dilutive effect on the company’s stock price.
    • The company’s stock price may be affected by its ability to meet Nasdaq listing requirements.
    • The company’s stock price may be affected by its ability to manage costs related to being a public company.
    • The company’s stock price may be affected by its ability to raise financing in the future.

  • Ispire Technology Inc. 8-K Analysis & Summary – 2/21/2025

    Analyst Summary

    • CBIZ CPAs P.C. was dismissed as the independent registered public accounting firm.
    • Marcum Asia CPAs LLP was appointed as the new independent registered public accounting firm for the fiscal year ending June 30, 2025.
    • The dismissal and appointment were effective immediately on February 18, 2025.
    • No disagreements or reportable events occurred during the interim period between CBIZ CPAs’ appointment and dismissal, except for previously reported material weaknesses in internal control over financial reporting.
    • Material weaknesses in the Company’s internal control over financial reporting reported by the Company on its Quarterly Report on Form 10-Q for the period ended December 31, 2024 related to (i) the lack of controls to enable the Company to record assets acquired from a controlling stockholder in accordance with GAAP, (ii) the lack of controls to enable the Company to evaluate significant estimates, including (x) the sufficiency of inventory reserve for slow-moving inventories and (y) the credit loss history and use it to evaluate the sufficiency of credit loss reserve for accounts receivable under Accounting Standards Update 2016-13 “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” (iii) the lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP and U.S. Securities and Exchange Commission (“SEC”) reporting, including IT general controls, and a financial risk assessment to evaluate controls, and (iv) the lack of a sufficient complement of personnel with appropriate technical expertise to evaluate complex accounting matters.

  • IES Holdings, Inc. 8-K Analysis & Summary – 2/21/2025

    Analyst Summary

    • All director nominees were elected at the 2025 Annual Stockholders Meeting.
    • The appointment of Ernst & Young LLP as the company’s certified public accountants for fiscal year 2025 was ratified.
    • The compensation of the company’s named executive officers was approved by advisory vote.
    • The Company’s Amended and Restated 2006 Equity Incentive Plan was approved.

  • DarioHealth Corp. 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • DarioHealth Corp. replaced its independent registered public accounting firm, dismissing Ernst & Young (EY) and engaging Kesselman & Kesselman (PwC) on March 12, 2025.
    • EY’s audit reports for the fiscal years ended December 31, 2024 and 2023 had no adverse opinions, disclaimers, qualifications, or modifications regarding uncertainty, audit scope, or accounting principles.
    • There were no disagreements between DarioHealth and EY on accounting principles, practices, financial statement disclosure, or auditing scope/procedure during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 12, 2025.
    • DarioHealth consulted with PwC on accounting matters relating to financial reporting, valuation of financial instruments, incremental borrowing rates, and goodwill impairment tests during the fiscal years ended December 31, 2024 and 2023.

  • TCTM Kids IT Education Inc. 6-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • TCTM Kids IT Education Inc. replaced its independent registered public accounting firm with Guangdong Prouden CPAs GP, effective March 14, 2025.
    • The decision to change accounting firms was made by the board of directors upon recommendation of the audit committee.
    • Marcum Asia’s reports on the company’s financial statements for the past three years contained no adverse opinion or disclaimer of opinion.
    • There were no disagreements between the Company and Marcum Asia on accounting principles, financial statement disclosure, or auditing scope or procedure.
    • There were no reportable events as defined in Item 16F(a)(1)(v) of Form 20-F.
    • The company did not consult with Prouden regarding accounting principles, audit opinions, or any matters that were the subject of a disagreement or reportable event prior to the appointment.

  • GameSquare Holdings, Inc. 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • The Company held its 2024 Annual Meeting on March 12, 2025.
    • Eight directors were elected to the Company’s board of directors.
    • Kreston GTA was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
    • The compensation of the Company’s named executive officers was approved on a non-binding advisory basis.
    • An amendment to the Company’s 2024 Stock Incentive Plan was approved to incorporate an evergreen formula, readjusting annually to 20% of outstanding shares.

  • Longeveron Inc. 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • Marcum LLP resigned as Longeveron Inc.’s independent registered public accounting firm on March 13, 2025.
    • CBIZ CPAs P.C. was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.
    • The resignation of Marcum was approved by the Company’s Audit Committee and Board of Directors.
    • The report of Marcum on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except for the inclusion of an explanatory paragraph in the audit reports for the fiscal years ended December 31, 2024 and 2023 as to the Company’s ability to continue as a going concern.
    • During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 13, 2025, there were no disagreements or reportable events between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

  • SANMINA CORP 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • Michael J. Loparco appointed to the Board of Directors, bringing extensive experience in global manufacturing and supply chain management.
    • Stockholders approved an amendment to the 2019 Equity Incentive Plan, increasing the number of shares available for issuance by 1,000,000.
    • Annual Meeting of Stockholders held on March 10, 2025, with the election of seven directors and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
    • Stockholder proposal regarding special shareholder meeting improvements was considered and voted upon.

    Potential Implications

    Company Performance

    • The addition of Michael J. Loparco to the Board of Directors could positively influence the company’s strategic direction and operational efficiency due to his extensive experience.
    • The approval of the stock plan amendment allows the company to continue incentivizing employees and executives, potentially driving performance and retention.

    Stock Price

    • The appointment of a seasoned executive to the board may positively influence investor confidence.
    • The increase in available shares under the equity incentive plan could dilute existing shareholders’ equity, potentially having a slight negative impact on stock price in the short term.

  • Adient plc 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • Shareholders approved the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated, increasing the maximum ordinary shares authorized to be issued by 3,331,000 shares.
    • Eight directors were elected for a one-year term expiring at the end of the 2026 Annual General Meeting.
    • PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2025, and the Board of Directors was authorized to set the auditors’ remuneration.
    • Shareholders approved, on an advisory basis, the compensation of Adient’s named executive officers.
    • The renewal of the Board of Directors’ authority to issue shares under Irish law was approved.
    • The renewal of the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law was approved.

  • MAGNACHIP SEMICONDUCTOR Corp 8-K Analysis & Summary – 3/14/2025

    Analyst Summary

    • Magnachip Semiconductor Corporation’s Audit Committee approved the dismissal of Samil PricewaterhouseCoopers (Samil PWC) as the company’s independent registered public accounting firm, effective upon filing of the 2024 Form 10-K.
    • The dismissal of Samil PWC was a result of a competitive request-for-proposal process initiated in October 2024, where proposals were solicited from three independent registered public accounting firms, including Samil PWC.
    • The decision to dismiss Samil PWC was not due to any disagreements regarding accounting principles, practices, financial statement disclosure, or auditing scope or procedure.
    • Ernst & Young Han Young (E&Y) was engaged as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective following the completion of Samil PWC’s engagement and execution of a satisfactory engagement letter.
    • During the fiscal years ended December 31, 2023 and December 31, 2022 and through the appointment of E&Y on March 11, 2025, neither the Company nor anyone on its behalf consulted with E&Y regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulations S-K.