Business Context and Reporting Period
Company: Establishment Labs Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2025
Reporting Period: The filing addresses events occurring on May 20, 2025, and references the fiscal years ended December 31, 2023, and December 31, 2024.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Accountant Resignation: Marcum LLP resigned as the independent registered public accounting firm on May 20, 2025. This resignation resulted from the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024.
- New Appointment: The Audit Committee approved the appointment of CBIZ CPAs P.C. as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Proxy Statement Update: A proxy supplement was filed on May 21, 2025, to update the 2025 annual meeting materials to reflect the change in auditors.
Guidance, Outlook, and Risks
- Audit Opinions: Marcum's audit reports for the years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, practices, or auditing scope during the relevant periods.
- Reportable Events: The only reportable event noted was a material weakness in internal controls over information technology general controls for the fiscal year ended December 31, 2023, previously disclosed in the Company's 10-K.
- Consultations: The Company had no prior consultations with CBIZ regarding accounting principles or audit opinions prior to their appointment.
Investor Verification Checklist
- Verify the transition timeline between Marcum LLP and CBIZ CPAs P.C. to ensure no gap in audit coverage.
- Review the Company's Annual Report on Form 10-K for the year ended December 31, 2023, to assess the status of the disclosed material weakness in IT general controls.
- Confirm the ratification of CBIZ as the auditor at the annual meeting of stockholders scheduled for May 23, 2025.
- Examine the letter from Marcum LLP (Exhibit 99.1) to confirm their agreement with the Company's statements regarding the resignation.