RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Since July 9, 2017, Marcum LLP (“Marcum”) served as our independent registered public accounting firm. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the audit business of Marcum. On April 9, 2025, Marcum LLP (“Marcum”) informed the Company that it had resigned as the Company’s independent registered public accounting firm as a result of such acquisition. While Marcum served as our independent registered public accounting firm throughout 2024, including the audit of our 2024 financial statements, on April 9, 2025, our Audit Committee approved the engagement of CBIZ as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and our Board has directed that management submit the appointment of CBIZ as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.
The Board recommends that stockholders vote for the ratification of such appointment. In the event of a negative vote on such ratification, the Board and Audit Committee will reconsider the selection, though a change will not necessarily be made. Even if the appointment is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our stockholders’ best interests.
Changes in Registrant’s Certifying Accountant
On April 9, 2025, we were notified by Marcum that Marcum resigned as our independent registered public accounting firm as a result of the CBIZ acquisition. On April 9, 2025, our Audit Committee approved the engagement of CBIZ as our independent registered public accounting firm.
The audit report of Marcum on our consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
During our fiscal years ended December 31, 2024 and 2023, and the subsequent period through April 9, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and 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 Marcum to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
Prior to engaging CBIZ, we did not consult with CBIZ regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ on our financial statements, and CBIZ did not provide any written or oral advice that was an important factor considered by us in reaching a decision as to any such accounting, auditing, or financial reporting issue.
On April 10, 2025, we filed with the SEC a Current Report on Form 8-K (the “Form 8-K”) disclosing the change in our certifying accounting firm. We provided Marcum with a copy of the Form 8-K prior to its filing with the SEC and requested that Marcum furnish us with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 9, 2025, was filed as Exhibit 16.1 to the Form 8-K.
The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2025. Stockholder approval is not required to appoint CBIZ as our independent registered public accounting firm. However, the Board believes that submitting the appointment of CBIZ to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain CBIZ. If the selection of CBIZ is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Precipio Inc. and its stockholders.
We expect a representative of CBIZ to be present in person or by telephone at the Annual Meeting and available to respond to appropriate questions. CBIZ will also have the opportunity to make a statement if they desire to do so.
