Business Context and Reporting Period
Company: BioRestorative Therapies, Inc. (BRTX)
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2025
Reporting Period: The filing addresses events occurring on April 16, 2025, and references the two most recent fiscal years ended December 31, 2024, and December 31, 2023.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on corporate governance and accounting firm changes.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the Company's independent registered public accounting firm on April 16, 2025. This resignation follows the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024.
- Appointment of New Auditor: On April 16, 2025, the Audit Committee engaged CBIZ CPAs P.C. as the new independent registered public accounting firm.
- Audit Opinion History: Marcum's reports for the fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions or disclaimers. However, the 2024 report included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Internal Control Weaknesses: The Company disclosed material weaknesses in internal control over financial reporting for the 2023 and 2024 fiscal years. These include lack of adherence to formal policies, insufficient risk assessment procedures, and ineffective controls over journal entries, account reconciliations, income taxes, and warrant accounting.
Guidance, Outlook, and Risks
- Going Concern Risk: The filing explicitly references a prior audit opinion expressing substantial doubt about the Company's ability to continue as a going concern for the fiscal year ended December 31, 2024.
- Management Commentary: The Company stated there were no disagreements with Marcum regarding accounting principles, financial statement disclosure, or auditing scope during the two most recent fiscal years or the interim period through April 16, 2025.
- Consultation with New Auditor: The Company confirmed no consultations occurred with CBIZ CPAs P.C. regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the status of the "substantial doubt" regarding the Company's ability to continue as a going concern as noted in the 2024 audit report.
- Review the Company's remediation plan for the disclosed material weaknesses in internal controls over financial reporting.
- Confirm the transition timeline and scope of work between Marcum LLP and CBIZ CPAs P.C.
- Examine the Company's most recent Form 10-K for detailed financial statements and liquidity positions not included in this 8-K.