Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data.
Our
financial statements and the notes thereto, together with the reports of our registered public accounting firm appear beginning on page
F-1 of this Annual Report.
40
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
On
January 6, 2026, the Board of Directors of the Company received formal notice that our independent auditors, M&K CPAS, PLLC (“M&K”),
had made the decision to resign as our independent auditors effective January 6, 2026.
M&K
audited the consolidated financial statements of the Company for two fiscal years ended 2024 and 2023. The report of M&K on such
consolidated financial statements, dated April 1, 2025, did not contain an adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty other than as noted below, audit scope or accounting principles. For each of the past two years M&K
has included a paragraph in their audit opinion regarding our ability to continue as a going concern.
For
the past two years and interim periods through the date of resignation, there have been no disagreements with the former accountants
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreement,
if not resolved to the satisfaction of M&K, would have caused them to make reference thereto in their report on the consolidated
financial statements. During the two most recent fiscal years and the interim period to the date of their resignation, there have been
no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
During
the fiscal years ended 2023 and 2024, respectively, and the subsequent interim period through January 6, 2026, there were (i) no disagreements
between the Company and M&K on any matter of accounting principles or practices, financial statement disclosure, which disagreements,
if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter of the disagreement
in their reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events”
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Board of Directors of the Company, through its Audit Committee conducted a competitive process to determine the Company’s independent
registered public accounting firm commencing with the audit of the Company’s books and financial records for the year ending December
31, 2025. The Audit Committee invited several independent registered public accounting firms to participate in this process.
Following
review of proposals from the independent registered public accounting firms that participated in the process, upon recommendation from
the Audit Committee, the Board of Directors of the Company approved the engagement of RBSM LLP as the Company’s independent registered
public accounting firm for the Company’s fiscal year ending December 31, 2025
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