8-K: TurnOnGreen, Inc. Changes Independent Registered Public Accounting Firm

TurnOnGreen, Inc. dismisses Marcum LLP and engages CBIZ CPAs as its independent registered public accounting firm, effective May 1, 2025.

Summary

• TurnOnGreen, Inc. has changed its independent registered public accounting firm.
• Marcum LLP was dismissed on April 30, 2025.
• CBIZ CPAs was engaged as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The change was approved by the Company's Board of Directors.
• 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 for an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern.
• During the fiscal years ended December 31, 2024 and 2023, and through April 30, 2025, there were no disagreements or reportable events between the Company and Marcum, except for the material weakness in the Company's internal control over financial reporting as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Sentiment

Score: 5

Explanation: The announcement is neutral, detailing a change in accounting firms. The inclusion of a going concern warning and material weakness is concerning, but the change itself is not inherently positive or negative.

Positives

• The transition to a new accounting firm appears to be orderly, with no reported disagreements between TurnOnGreen and either Marcum or CBIZ CPAs regarding accounting principles or practices.

Negatives

• Marcum's audit reports for 2024 and 2023 included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
• A material weakness in the Company's internal control over financial reporting was disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Risks

• The material weakness in internal control over financial reporting could lead to errors or irregularities in the Company's financial statements.
• The explanatory paragraph in Marcum's audit reports regarding substantial doubt about the Company's ability to continue as a going concern could make it more difficult for the Company to raise capital or obtain credit.

Future Outlook

The Company will rely on CBIZ CPAs for its audit of the fiscal year ending December 31, 2025.

Industry Context

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

Comparison to Industry Standards

• The Big Four accounting firms (Deloitte, Ernst & Young, KPMG, and PricewaterhouseCoopers) are generally considered the gold standard in the industry, followed by large national firms like Grant Thornton and BDO.
• Marcum LLP and CBIZ CPAs are regional or national firms that serve a wide range of clients, including smaller public companies.
• The fact that TurnOnGreen is switching between these firms suggests that it may be seeking a more cost-effective audit solution or a firm with specific expertise in its industry.

Stakeholder Impact

• Shareholders may be concerned about the change in accounting firms and the disclosed material weakness in internal control over financial reporting.
• The Company's creditors may be more cautious about extending credit due to the going concern warning in the audit reports.

Next Steps

• CBIZ CPAs will audit TurnOnGreen's financial statements for the fiscal year ending December 31, 2025.
• TurnOnGreen will need to address the material weakness in its internal control over financial reporting.

Key Dates

Keywords

independent registered public accounting firm, CBIZ CPAs, Marcum LLP, auditor, TurnOnGreen, accounting