Item 8. Financial Statements and Supplementary Data
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required pursuant to this item are incorporated by reference herein from the applicable information included in Item 15. “ Exhibits, Financial Statement Schedules ” of this Annual Report and are presented beginning on page F-1.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On April 11, 2025, the audit committee dismissed Sadler Gibb & Associates LLC (Sadler) as our independent registered public accounting firm. The dismissal was not related to any disagreement with Sadler on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
The reports of Sadler on our financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the explanatory paragraph relating to our ability to continue as a going concern contained in such reports.
During the fiscal years ended December 31, 2024 and 2023 and during the interim period through April 11, 2025, there were (a) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between us and Sadler on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any of which, if not resolved to the satisfaction of Sadler, would have caused Sadler to make reference thereto in their reports, and (b) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for a material weakness in our internal control over financial reporting described above under the section “ Risk Factors—Risks Related to Our Common Stock, Financing and Capital Requirements—Management has determined that our internal controls were not effective as of December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025 due to a material weakness. We have remediated one material weakness and, resources permitting, plan to implement a plan to remediate the remaining material weakness. However, our efforts at remediation may be unsuccessful and the implementation of additional remediation is dependent upon additional resources and funding being available to us. If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired. ” No restatements of any prior periods were or have been required. The change in auditor was discussed among the audit committee and Sadler. We have authorized Sadler to respond fully and without limitation to all requests of WithumSmith+Brown, PC (Withum) concerning all matters related to periods audited by Sadler, including with respect to the subject matter of the material weakness described above.
Sadler furnished us with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of Sadler’s letter dated April 15, 2025 is attached as Exhibit 16.1 of this Annual Report.
On April 11, 2025, the audit committee appointed Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2025. During our two most recent fiscal years ended December 31, 2024 and 2023, and during the interim period through April 11, 2025, neither we, nor anyone on our behalf, has consulted with Withum regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
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