8-K: Soleno Therapeutics Changes Accounting Firms: CBIZ CPAs Replaces Marcum LLP

Soleno Therapeutics has replaced its independent registered public accounting firm, with CBIZ CPAs taking over from Marcum LLP, effective April 18, 2025.

Summary

• Soleno Therapeutics, Inc. has changed its independent registered public accounting firm.
• Marcum LLP, the former firm, was acquired by CBIZ CPAs, effective November 1, 2024, but continued to serve Soleno through April 17, 2025.
• On April 17, 2025, Marcum resigned, and on April 18, 2025, CBIZ CPAs was engaged as the new independent registered public accounting firm.
• CBIZ CPAs will begin their services with the review of the condensed consolidated financial statements for the quarter ended March 31, 2025.
• The Audit Committee of Soleno's Board of Directors approved the engagement of CBIZ CPAs.
• Marcum's reports on Soleno's financial statements for 2023 and 2024 did not contain any adverse opinions or disclaimers, except for an adverse opinion on internal control over financial reporting as of December 31, 2024, due to a material weakness.
• There were no disagreements between Soleno and Marcum on accounting principles, financial statement disclosure, or auditing scope during the relevant periods, except for the previously disclosed material weakness.
• Soleno did not consult CBIZ CPAs on accounting principles or audit opinions prior to their engagement.
• Marcum has reviewed the statements made by Soleno in the Form 8-K and agrees with the statements concerning their firm.

Sentiment

Score: 6

Explanation: The announcement is neutral, detailing a change in accounting firms due to an acquisition. The presence of a previously disclosed material weakness is a slight negative.

Positives

• Marcum's reports on Soleno's financial statements for the years ended December 31, 2023 and 2024 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 expressed an adverse opinion on the effectiveness of internal control over financial reporting as of December 31, 2024, because of the existence of a material weakness.

Risks

• The previously disclosed material weakness in the Company's internal control over financial reporting could pose ongoing risks.

Future Outlook

CBIZ CPAs will begin their services with the review of the condensed consolidated financial statements for the quarter ended March 31, 2025.

Industry Context

Changes in accounting firms are not uncommon, especially following acquisitions or mergers within the accounting industry. Companies often seek to ensure continuity and expertise in their financial reporting processes.

Stakeholder Impact

• Shareholders should be aware of the change in accounting firms and the ongoing efforts to address the material weakness in internal control.

Key Dates

Keywords

accounting firm, CBIZ CPAs, Marcum LLP, Soleno Therapeutics, independent auditor, financial statements, internal control, audit committee