Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 8-K (Current Report)
Date of Report: April 30, 2025
Reporting Period: The filing addresses events occurring on April 30, 2025, regarding the change of the independent registered public accounting firm.
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 corporate governance regarding the auditor.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the independent registered public accounting firm on April 30, 2025. This resignation resulted from the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024.
- Appointment of New Auditor: 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.
- Audit History: Marcum's reports for the years ended December 31, 2024, and December 31, 2023, did not contain adverse opinions or disclaimers. However, both reports included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Disagreements: There were no disagreements or reportable events between the Company and Marcum during the fiscal years 2023 and 2024 or the interim period through April 30, 2025.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms that the change in auditors was a direct result of the acquisition of Marcum by CBIZ. No new financial guidance or operational outlook is provided in this document.
Risks and Contingencies: The filing reiterates the existence of a "substantial doubt about the Company's ability to continue as a going concern" as noted in the prior years' audit reports. No new risks or contingencies are disclosed in this specific filing.
Investor Verification Checklist
- Verify the status of the "substantial doubt about going concern" noted in the 2023 and 2024 audit reports.
- Review the letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the Company's disclosures regarding the resignation.
- Monitor upcoming financial filings to assess the impact of the auditor transition on the 2025 fiscal year audit.
- Check for any subsequent filings regarding capital raises or liquidity events to address the going concern warning.