8-K: Calidi Biotherapeutics Appoints CBIZ as New Independent Auditor Following Marcum LLP Acquisition

Calidi Biotherapeutics replaces its independent auditor from Marcum LLP to CBIZ CPAs P.C. following CBIZ's acquisition of Marcum's attest business.

Summary

• Calidi Biotherapeutics, Inc. announced the resignation of Marcum LLP as its independent registered public accounting firm, effective April 30, 2025.
• The resignation was a result of CBIZ CPAs P.C. acquiring the attest business of Marcum LLP on November 1, 2024.
• The Audit Committee of Calidi Biotherapeutics' Board of Directors approved the appointment of CBIZ as the company's new independent registered public accounting firm, also effective April 30, 2025.
• Marcum's reports on the company's consolidated financial statements for the years ended December 31, 2024, and December 31, 2023, included an explanatory paragraph relating to substantial doubt about the company's ability to continue as a going concern.
• There were no disagreements or reportable events between the Company and Marcum during the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through April 30, 2025.
• Calidi Biotherapeutics did not consult with CBIZ regarding the application of accounting principles or the type of audit opinions during the specified periods.
• CBIZ will prepare the report on the Company's consolidated financial statements for the fiscal year ending December 31, 2025.

Sentiment

Score: 5

Explanation: The change in auditors is neutral, but the mention of a 'going concern' warning in previous reports is concerning, balancing the sentiment.

Positives

• The transition to a new auditor appears to be smooth, with no reported disagreements between Calidi and the previous auditor, Marcum.
• The company promptly appointed a new auditor, CBIZ, ensuring continuity in financial oversight.

Negatives

• Marcum's audit reports for 2023 and 2024 included an explanatory paragraph about the company's ability to continue as a going concern, which is a significant concern for investors.

Risks

• The going concern warning in the previous auditor's reports indicates potential financial instability, which could affect investor confidence.
• The transition to a new auditor could introduce unforeseen challenges in financial reporting or internal controls.

Future Outlook

CBIZ will prepare the report on the Company's consolidated financial statements for the fiscal year ending December 31, 2025.

Industry Context

Changes in auditing firms are not uncommon, especially due to mergers and acquisitions within the accounting industry; however, the presence of a 'going concern' warning highlights the importance of close financial monitoring.

Comparison to Industry Standards

• The presence of a going concern warning is a serious issue that would be viewed negatively by investors.
• Companies like Sorrento Therapeutics have faced similar issues with going concern warnings, leading to significant stock price volatility.
• The transition to CBIZ should be seamless, similar to other companies that have changed auditors due to mergers, such as the acquisition of Rothstein Kass by another firm.

Stakeholder Impact

• Shareholders may be concerned about the 'going concern' warning in the previous auditor's reports.
• Employees may experience uncertainty due to the company's financial situation.
• Creditors may reassess their risk exposure to Calidi Biotherapeutics.

Key Dates

Keywords

auditor, CBIZ, Marcum, accounting firm, financial statements, Calidi Biotherapeutics