Business Context and Reporting Period
This Form 8-K is a current report filed by Oncocyte Corporation (trading symbol: OCX) on September 29, 2023. The filing addresses a change in the company's independent registered public accounting firm. Note: The input metadata references "Insight Molecular Diagnostics Inc.," but the filing text explicitly identifies the registrant as Oncocyte Corporation.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a governance report regarding auditor rotation.
Material Changes
- Dismissal of Auditor: The company dismissed WithumSmith+Brown, PC ("Withum") as its independent registered public accounting firm effective September 29, 2023.
- Engagement of New Auditor: The Audit Committee approved the engagement of Marcum LLP ("Marcum") as the new independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to client acceptance procedures.
- Audit Opinions: Withum's reports for fiscal years 2021 and 2022 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- Disagreements and Reportable Events: There were no disagreements with Withum on accounting principles or practices. The only reportable event was a material weakness related to internal controls over complex accounting standards, which was remediated prior to June 30, 2023.
Guidance, Outlook, and Risks
The filing includes a standard cautionary note regarding forward-looking statements, indicating that actual results may differ materially from expectations due to inherent uncertainties. No specific financial guidance or operational outlook is provided in this document. The company expects to receive a fully executed engagement letter from Marcum on or about October 9, 2023.
Investor Verification Checklist
- Verify the official engagement letter between Oncocyte Corporation and Marcum LLP is executed by October 9, 2023.
- Review the attached letter from WithumSmith+Brown, PC (Exhibit 16.1) to confirm their agreement with the company's disclosures.
- Confirm the remediation status of the previously disclosed material weakness in internal controls in subsequent filings.
- Monitor future filings for the first audit opinion issued by Marcum LLP.