Business Context and Reporting Period
Company: NeOnc Technologies Holdings, Inc. (NTHI)
Filing Type: Form 8-K (Current Report)
Date of Report: March 31, 2025
Reporting Period: The filing addresses events occurring on March 31, 2025, and the transition of audit services effective April 1, 2025.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the change of the independent registered accounting firm.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the Company's independent registered accounting firm on March 31, 2025.
- Appointment of New Auditor: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm, effective April 1, 2025, following the acquisition of Marcum's attest business by CBIZ on November 1, 2024.
- Audit Opinion History: Marcum's reports for fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions or disclaimers. However, they included an explanatory paragraph regarding the Company's ability to continue as a going concern.
Guidance, Risks, and Contingencies
Internal Control Weaknesses: The filing discloses material weaknesses in internal controls identified by management as of December 31, 2024. These include:
- Lack of proper segregation of duties.
- Lack of sufficient entity-level controls.
- Lack of sufficient controls over significant transaction classes.
- Lack of sufficient controls over related party transactions.
- Lack of sufficient information technology general controls.
Disagreements: There were no disagreements with Marcum regarding accounting principles, financial statement disclosure, or auditing scope/procedures during the relevant periods.
Consultations: No consultations were held with CBIZ regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the "going concern" explanatory paragraph in the 2023 and 2024 audited financial statements.
- Review the specific remediation plans for the five identified material weaknesses in internal controls.
- Confirm the transition timeline and scope of work between Marcum LLP and CBIZ CPAs P.C.
- Examine Exhibit 16.1 (Marcum's letter) for any additional disclosures regarding the resignation.