Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Our financial statements and the notes thereto
begin on page F-1 of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Change of Auditor
On November 26, 2025, following the approval
of its Audit Committee, the Company engaged CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025, effective immediately.
During the Company’s two most recent fiscal years
ended December 31, 2024 and 2023 and the subsequent interim period through November 26, 2025, neither the Company nor anyone
on its behalf consulted with CBIZ CPAs regarding: (i) the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and
neither a written report or oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject
of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions,
or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions.
On October 21, 2025, the Audit Committee
of the Company approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as its independent registered public
accounting firm, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2025 (the “2025Q3 Quarterly Report”). On November 20, 2025, the Company filed its 2025Q3 Quarterly
Report. Accordingly, the dismissal was effective November 20, 2025 (the “Effective Date”).
The audit report of Deloitte on the Company’s
consolidated financial statements as of and for the fiscal year ended December 31, 2024, did not contain an adverse opinion or disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s most recent fiscal
year ended December 31, 2024 and during the subsequent interim period from January 1, 2025 through the Effective Date, (i) there
were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope
or procedures that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter
of the disagreement in connection with its report, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K, other than the previously disclosed material weaknesses in the Company’s internal control over financial reporting
related to our control environment, risk assessment, control activities, information and communication and monitoring.
The Company provided Deloitte with a copy of the
disclosures above prior to filing with the SEC. A copy of Deloitte’s letter, dated November 25, 2025, to the SEC, stating
whether it agrees with the statements made above, is filed as Exhibit 16.1 to this Annual Report on Form 10-K.