8-K: Oncocyte Corporation Changes Accounting Firms, Appoints CBIZ CPAs

Oncocyte Corporation terminates its relationship with Marcum LLP and engages CBIZ CPAs as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

Summary

• Oncocyte Corporation has changed its independent registered public accounting firm.
• Marcum LLP's attest business was acquired by CBIZ CPAs, effective November 1, 2024.
• Marcum continued to serve as Oncocyte's auditor until April 11, 2025.
• On April 11, 2025, Oncocyte terminated its relationship with Marcum.
• On April 16, 2025, Oncocyte engaged CBIZ CPAs as its independent auditor for the fiscal year ending December 31, 2025, with the approval of the Audit Committee.
• Prior to engaging CBIZ CPAs, Oncocyte did not consult with them regarding accounting principles or potential audit opinions.
• Marcum's reports for the fiscal years ended December 31, 2024 and 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report for the fiscal year ended 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 Oncocyte and Marcum during the fiscal years ended December 31, 2024 and 2023, and through April 11, 2025.
• Marcum has reviewed the statements made by Oncocyte in the Form 8-K and agrees with the statements concerning their firm.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The change in auditors is due to an acquisition, and there were no disagreements. However, the prior going concern warning is a slight negative.

Positives

• Marcum LLP agrees with the statements made by Oncocyte Corporation in the Form 8-K regarding their firm.
• The reports of Marcum regarding the Company's consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Negatives

• Marcum's report for the fiscal year ended December 31, 2023 included an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern.

Risks

• The change in accounting firms could potentially raise concerns among investors until CBIZ CPAs has completed its audit for the fiscal year ending December 31, 2025.
• The prior going concern warning from Marcum for the fiscal year ended December 31, 2023, may still weigh on investor sentiment.

Future Outlook

The company will be working with CBIZ CPAs for the fiscal year ending December 31, 2025.

Industry Context

Changes in accounting firms are not uncommon, but they can sometimes signal underlying issues or a desire for a fresh perspective on financial reporting. Investors often scrutinize these changes to understand the reasons behind them and assess any potential impact on the company's financial statements.

Comparison to Industry Standards

• The transition from one accounting firm to another is a standard business practice, but the circumstances surrounding the change, such as the acquisition of Marcum's attest business by CBIZ CPAs, are important to consider.
• Companies like Laboratory Corporation of America Holdings (LH) and Quest Diagnostics (DGX) also rely on independent auditors for their financial statements, and changes in auditors are typically disclosed through similar SEC filings.
• The absence of disagreements or reportable events between Oncocyte and Marcum is a positive sign, aligning with industry best practices for auditor relationships.

Stakeholder Impact

• Shareholders will be interested in the change of accounting firms and its potential impact on financial reporting.
• Employees in the finance department may experience a transition period as they work with the new accounting firm.

Next Steps

• CBIZ CPAs will conduct the audit for the fiscal year ending December 31, 2025.
• Oncocyte will file its financial statements for the fiscal year ending December 31, 2025, audited by CBIZ CPAs.

Key Dates

Keywords

accounting firm, CBIZ CPAs, Marcum LLP, independent auditor, Oncocyte Corporation, Form 8-K