Business Context and Reporting Period
This Form 8-K Current Report is filed by Nutex Health Inc. (NUTX) on April 25, 2025. The filing addresses Item 4.01, detailing a change in the registrant's certifying accountant. The report covers events occurring through the filing date, specifically the resignation of the prior auditor and the engagement of a new firm.
Key Financial Metrics
This filing is a current report regarding corporate governance and audit matters. It does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for the current or prior periods.
Material Changes and Audit Matters
Resignation of Independent Registered Public Accounting Firm
Marcum LLP resigned as the Company's independent registered public accounting firm on April 25, 2025. The resignation was necessitated by the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024.
- Audit Opinion Status: Marcum's audit reports for the fiscal years ended December 31, 2024, and 2023 were unqualified (no adverse opinion, disclaimer, or modification).
- Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, practices, or audit scope.
- Reportable Events (Material Weaknesses): The filing discloses the following material weaknesses in internal control over financial reporting identified during the 2023 and 2024 fiscal years:
- Ineffective design and operation of controls over logical access, program change management, and vendor management.
- Business process controls across financial reporting were not effectively designed, including a lack of proper segregation of duties and key management review controls.
- Ineffective controls over the completeness and accuracy of information in key spreadsheets supporting financial statements.
Engagement of New Independent Registered Public Accounting Firm
On April 25, 2025, the Company's Audit Committee approved the engagement of CBIZ CPAs P.C. as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Consultations: No consultations occurred between the Company and CBIZ regarding accounting principles or audit opinions prior to this engagement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the previously identified material weaknesses in internal controls over financial reporting, which the Company must address to ensure accurate financial reporting.
Investor Verification Checklist
- Verify the status of remediation efforts for the disclosed material weaknesses in internal controls (IT access, segregation of duties, and spreadsheet controls).
- Confirm the transition timeline and scope of work between Marcum LLP and CBIZ CPAs P.C.
- Review the attached Exhibit 16.1 (Letter from Marcum LLP) to confirm their agreement with the statements made in this filing.
- Monitor upcoming filings (e.g., 10-K or 10-Q) for the first financial statements audited or reviewed by CBIZ.