Business Context and Reporting Period
This Form 8-K filing by Longeveron Inc. (LGVN) reports a change in the company's independent registered public accounting firm. The report date is March 13, 2025, covering events occurring on that date.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the transition of the external auditor.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the independent registered public accounting firm on March 13, 2025.
- Reason for Resignation: The resignation follows the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024, with substantially all partners and staff joining CBIZ.
- Engagement of New Auditor: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective March 13, 2025.
- Audit History: Marcum's reports for fiscal years 2023 and 2024 did not contain adverse opinions, disclaimers, or qualifications, except for an explanatory paragraph regarding the company's ability to continue as a going concern.
- Disagreements: There were no disagreements or reportable events between the company and Marcum during the fiscal years ended December 31, 2024 and 2023, or the interim period through March 13, 2025.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future operations, or new risk factors. The primary risk context noted is the existing "going concern" explanatory paragraph included in prior audit reports, which remains a material consideration for investors.
Investor Verification Checklist
- Verify the status of the "going concern" qualification noted in the 2023 and 2024 audit reports.
- Confirm the transition timeline and any potential delays in the 2025 audit process due to the change in auditors.
- Review the letter from Marcum LLP (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Monitor upcoming filings for the appointment of the new audit committee or any changes in internal financial controls related to the auditor transition.