Business Context and Reporting Period
This Form 8-K Current Report is filed by electroCore, Inc. (ECOR), a Delaware corporation, with a report date of April 1, 2025. The filing primarily addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report is a disclosure of a corporate governance event rather than a financial performance statement.
Material Changes
- Accountant Resignation: Marcum LLP resigned as the Company's independent registered public accounting firm effective April 1, 2025.
- New Engagement: CBIZ CPAs P.C. was engaged to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.
- Reason for Change: The change occurred because CBIZ CPAs acquired the attest business of Marcum LLP effective November 1, 2024. Marcum continued to serve until the transition was finalized on April 1, 2025.
- Approval: The engagement of CBIZ CPAs was approved by the Audit Committee of the Board of Directors.
Outlook, Risks, and Contingencies
- Audit Opinions: Marcum's reports for the fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the relevant periods.
- Reportable Events: No reportable events occurred, except for a previously disclosed material weakness in internal control over financial reporting (related to vendor management) as of September 30, 2023. The Company states this weakness has been remediated, resulted in no identified misstatements, and required no changes to previously reported financial results.
- Consultations: The Company did not consult with CBIZ CPAs regarding accounting principles or audit opinions prior to engagement.
Investor Verification Checklist
- Verify the transition timeline between Marcum LLP and CBIZ CPAs to ensure no gap in audit coverage.
- Confirm the status of the remediation of the material weakness in vendor management controls reported in the 2023 10-Q.
- Review the letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the statements regarding the resignation and lack of disagreements.
- Monitor future filings for the first audit report issued by CBIZ CPAs for the fiscal year ending December 31, 2025.