Business Context and Reporting Period
This Form 8-K was filed by Spherix Incorporated (not Dominari Holdings Inc.) on April 18, 2013. The report discloses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. It references a material weakness in internal control over financial reporting previously disclosed in the Form 10-K for the fiscal year ended December 31, 2012.
Material Changes
- Dismissal of Auditor: Grant Thornton LLP was dismissed effective immediately on April 18, 2013.
- Appointment of New Auditor: Marcum LLP was engaged as the new independent registered public accountant effective immediately on April 18, 2013.
- Audit History: Grant Thornton's reports for 2011 and 2012 contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements with Grant Thornton regarding accounting principles or auditing scope.
- Reportable Events: One reportable event was identified: a material weakness in internal control over financial reporting.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the noted material weakness in internal controls. Grant Thornton confirmed in a letter dated April 24, 2013, that it agrees with the company's disclosures regarding the dismissal.
Investor Verification Checklist
- Verify the details of the material weakness in internal control over financial reporting disclosed in the 2012 Form 10-K.
- Confirm the transition timeline and scope of work between Grant Thornton LLP and Marcum LLP.
- Review the letter from Grant Thornton LLP (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Check for any subsequent filings regarding the remediation of the internal control weakness.