RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has selected and appointed CBIZ as our independent registered public accounting firm to audit the consolidated financial statements for the fiscal year ending December 31, 2026, and recommends that stockholders vote for the ratification of this appointment. CBIZ has advised us that it does not have, and has not had, any direct or indirect financial interest in our company or its subsidiaries that impairs its independence under SEC rules. Notwithstanding its selection of CBIZ, our audit committee, in its discretion, may appoint a different independent registered public accounting firm at any time if it believes that doing so would be in our best interests and the best interests of our stockholders. In the event of a negative vote on ratification, our audit committee will reconsider, but might not change, its selection of an independent registered public accounting firm.
Representatives of CBIZ are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Recent Change in Auditor
Marcum LLP (“Marcum”) was our independent registered public accounting firm for the fiscal year ended December 31, 2024 and audited our financial statements annually from 2022 to 2024. On November 1, 2024, CBIZ acquired the attest business of Marcum. As previously disclosed, effective April 18, 2025, Marcum resigned as our independent registered public accounting firm. On April 18, 2025, we, with the approval of the Audit Committee, engaged CBIZ as our independent registered public accounting firm.
Marcum’s reports on our financial statements for the fiscal year ended December 31, 2024, 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 for the addition of an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
During our fiscal years ended December 31, 2023 and 2024, the subsequent interim periods thereto, and through April 18, 2025, there were no (i) 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 the satisfaction of Marcum, would have caused it to make reference in connection with its opinion to the subject matter of the disagreement, nor (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in our internal control over financial reporting related to (a) inadequate segregation of duties in the financial statement reporting process, and (b) lack of maintenance of appropriate documentation to support our internal controls and insufficient review of reports, as described in our Annual Report on Form 10-K for the year ended December 31, 2023.
During the years ended December 31, 2024 and December 31, 2023, the subsequent interim periods thereto, and through April 18, 2025, neither we nor anyone acting on our behalf consulted with CBIZ with respect to (i) 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 financial statements, and neither a written report nor oral advice was provided to us that CBIZ concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K promulgated under the Exchange Act of 1934.
We have provided Marcum and CBIZ with a copy of the above disclosure prior to this filing with the Securities and Exchange Commission and neither party believed the disclosure to by incorrect or incomplete.
As Marcum was acquired by CBIZ, we do not expect a representative of Marcum to be present at the Annual Meeting.
Vote Required
Stockholders can vote FOR, AGAINST or ABSTAIN on Proposal Two.
The affirmative vote of the majority of the votes cast on the proposal is required to approve Proposal Two.
Recommendation of the Board
The Board recommends a vote FOR Proposal Two.
