Business Context and Reporting Period
This Form 6-K filing by NLS Pharmaceutics Ltd. (also referenced as Newcelx Ltd. in metadata) is dated September 19, 2025. The report addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. The document focuses exclusively on auditor transition details.
Material Changes
- Auditor Resignation: Marcum LLP resigned as the Company's independent registered public accounting firm effective September 17, 2025, following the acquisition of Marcum's attestation business by CBIZ CPAs P.C.
- New Auditor Appointment: On September 17, 2025, the Company engaged CBIZ CPAs P.C. as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, with Audit Committee approval.
- Prior Audit Opinion: Marcum's report for the fiscal year ended December 31, 2024, contained no adverse or qualified opinions but included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Internal Control Weaknesses: The filing notes material weaknesses in internal controls over financial reporting related to a lack of sufficient trained accounting professionals and inadequate segregation of duties, as previously disclosed in the 2024 Form 20-F.
Guidance, Risks, and Management Commentary
The filing confirms there were no disagreements between the Company and Marcum regarding accounting principles, financial statement disclosures, or auditing scope during the fiscal year ended December 31, 2024, or the interim period through September 17, 2025. Additionally, the Company did not consult CBIZ on any accounting or auditing matters prior to their engagement. The primary risk highlighted remains the previously disclosed substantial doubt regarding the Company's ability to continue as a going concern.
Investor Verification Checklist
- Verify the status of the "substantial doubt" regarding the Company's ability to continue as a going concern noted in the 2024 audit report.
- Review the Company's progress in remediating the material weaknesses in internal controls over financial reporting (specifically staffing and segregation of duties).
- Confirm the Company's current liquidity position and capital raise activities to address the going concern uncertainty.
- Monitor the transition process between Marcum LLP and CBIZ CPAs P.C. for any potential delays in future financial reporting.