Business Context and Reporting Period
This Form 8-K is a current report filed by Oncocyte Corporation (trading symbol: OCX) on July 15, 2021. The filing addresses a change in the company's independent registered public accounting firm. Note: The request metadata references "Insight Molecular Diagnostics Inc.," but the filing text explicitly identifies the registrant as Oncocyte Corporation.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly procedural regarding the appointment of a new auditor.
Material Changes
- Resignation of Prior Auditor: OUM & Co. LLP ("OUM") resigned as the independent registered public accounting firm on July 15, 2021.
- Reason for Change: OUM's partners and professional staff joined WithumSmith+Brown, PC ("Withum") following Withum's acquisition of certain assets of OUM.
- Appointment of New Auditor: The Audit Committee approved the engagement of Withum as the new independent registered public accounting firm on July 19, 2021.
- Audit History: OUM's audit reports for the years ended December 31, 2020, and 2019 were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements between the company and OUM on accounting principles, practices, or auditing scope during the two most recent fiscal years or subsequent interim periods.
Guidance, Outlook, and Risks
The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from anticipated results due to factors outlined in the company's Form 10-K under "Risk Factors." No specific financial guidance, outlook, or new risk factors were disclosed in this document.
Investor Verification Checklist
- Verify the transition timeline between OUM and Withum to ensure no gap in audit coverage.
- Review the letter from OUM to the SEC (Exhibit 16.1) to confirm their agreement with the company's disclosures regarding the resignation.
- Confirm that no "reportable events" or disagreements existed during the tenure of the prior auditor.
- Check subsequent filings for the first financial statements audited by Withum.