Pre-Approval of Audit and Non-Audit Services
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee, or the Chair if such approval is needed between meetings of the Audit Committee, generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All services rendered by Deloitte & Touche LLP for the year ended December 31, 2025 and by BDO USA, P.C. for the year ended December 31, 2024 were pre-approved by our Audit Committee.
Change of Auditors
As previously reported on Form 8-K filed with the Securities and Exchange Commission on April 11, 2025, on April 8, 2025, we notified BDO USA, P.C. that it was dismissed as our independent registered public accounting firm, effective immediately. The decision to dismiss BDO USA, P.C. was approved by our Audit Committee.
The audit reports of BDO USA, P.C. for our consolidated financial statements for each of the two most recent fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During our two most recent fiscal years ended December 31, 2024 and December 31, 2023, there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which disagreement(s), if not resolved to BDO USA, P.C.’s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
During our fiscal years ended December 31, 2024 and December 31, 2023, there were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for material weaknesses in our internal control over financial reporting, which were fully remediated as of December 31, 2024, related to: (i) our controls to allow sufficient and timely review of significant accounting transactions, account reconciliations and presentation of the statement of cash flows; (ii) our controls over certain equity transactions to allow management to timely identify errors related to the recording of those transactions; and (iii) our controls to allow sufficient and timely review of the key assumptions and mathematical accuracy of our going concern assessment. These reportable events were discussed between the Audit Committee and BDO USA, P.C., and we have authorized BDO USA, P.C. to respond fully to the inquiries of our new independent registered public accounting firm concerning these reportable events. All of the material weaknesses were remediated as of December 31, 2024.
We provided BDO USA, P.C. with a copy of the Current Report on Form 8-K filed on April 11, 2025 prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that BDO USA, P.C. furnish us with a letter addressed to the SEC stating whether or not BDO USA, P.C. agrees with the above statements. A copy of the letter from BDO USA, P.C. addressed to the SEC dated April 11, 2025 was filed with the Form 8-K as Exhibit 16.1 thereto.
On April 8, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025, effective immediately.
During our two most recent fiscal years ended December 31, 2025 and December 31, 2024, neither us, nor anyone acting on our behalf, consulted with Deloitte & Touche LLP on (i) any matter regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us by Deloitte & Touche LLP that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.
