Business Context and Reporting Period
This Form 8-K was filed by Actuate Therapeutics, Inc. on August 19, 2024. The report discloses a change in the Company's independent registered public accounting firm. The Company is an emerging growth company incorporated in Delaware with principal executive offices in Fort Worth, Texas.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. However, it notes that the former auditor, KMJ Corbin & Company LLP, included an explanatory paragraph in its audit reports for the fiscal years ended December 31, 2023, and 2022, indicating substantial doubt about the Company's ability to continue as a going concern.
Material Changes
- Accountant Resignation: KMJ Corbin & Company LLP resigned as the independent registered public accounting firm on August 19, 2024, following the merger of its partners and staff into Crowe LLP.
- New Appointment: The Audit Committee appointed Crowe LLP as the new independent registered public accounting firm effective August 19, 2024, for the fiscal year ending December 31, 2024.
- Disagreements: There were no disagreements between the Company and KMJ regarding accounting principles, practices, or audit scope during the two most recent fiscal years or the interim period.
- Reportable Events: No reportable events occurred except for a previously disclosed material weakness in internal control over financial reporting related to the review of clinical trial expense accruals.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the historical context of the going concern qualification. The primary risk highlighted is the historical material weakness in internal controls regarding clinical trial expense accruals, which was reported in the Company's Form S-1 Registration Statement.
Investor Verification Checklist
- Verify the status of the "substantial doubt about going concern" qualification in the most recent audited financial statements.
- Confirm the remediation status of the material weakness in internal controls over financial reporting related to clinical trial expense accruals.
- Review the transition plan between KMJ Corbin & Company LLP and Crowe LLP to ensure continuity of audit services.
- Check for any subsequent filings regarding the Company's liquidity position or capital raising efforts given the historical going concern warning.