Change Agents Corporation 8-K, filed Jul 16, 2024
Change Agents Corporation. (CHGA)
About this 8-K
Change Agents Corporation filed this 8-K on July 16, 2024, reporting on events of July 10, 2024.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Item 4.01. Change in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On July 10, 2024, the Audit Committee of the Board of Directors of Avalon GloboCare Corp., a Delaware corporation (the “Company”), discharged Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm.
Marcum’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the Company’s fiscal years ended December 31, 2023 and 2022 and through July 10, 2024, there have been no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
During the fiscal years ended December 31, 2023 and 2022 and through July 10, 2024, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K except for the following material weaknesses which the Company identified in its internal control over financial reporting: a lack of segregation of duties resulting from the Company’s small size and inability to perform an effective test of the operating effectiveness of the controls, including the oversight of the Company’s financial statement close process, and a lack of the controls needed to monitor the Company’s continuous compliance with contracts, including debt agreements.
The Company provided Marcum with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that Marcum furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Marcum’s letter to the Commission is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Accounting Firm
On July 10, 2024, the Audit Committee appointed M&K CPAS, PLLC (“M&K”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through July 10, 2024, neither the Company nor anyone acting on the Company’s behalf consulted M&K with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum LLP, dated July 16, 2024, addressed to the Securities and Exchange Commission. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| AVALON GLOBOCARE CORP. | ||
| Dated: July 16, 2024 | By: | /s/ Luisa Ingargiola |
| Name: | Luisa Ingargiola | |
| Title: | Chief Financial Officer | |
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Exhibit 16.1
July 16, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Commissioners:
We have read the statements made by Avalon Globocare Corp. under Item 4.01 of its Form 8-K dated July 10, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Avalon Globocare Corp. contained therein.
Very truly yours,
Marcum LLP