Business Context and Reporting Period
This Form 8-K Current Report is filed by Atomera Incorporated (Nasdaq: ATOM) on March 18, 2025. The report addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the transition of the external auditor.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the Company's independent registered public accounting firm on March 18, 2025.
- Appointment of New Auditor: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm, effective March 18, 2025, with the approval of the Audit Committee.
- Reason for Change: The resignation coincides with CBIZ CPAs P.C.'s acquisition of the attest business of Marcum LLP on November 1, 2024.
Guidance, Outlook, and Risks
Audit History and Disagreements: The reports issued by Marcum LLP for the fiscal years ended December 31, 2024, and 2023, were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, audit scope, or accounting principles.
Disagreements and Reportable Events: The Company confirmed there were no disagreements with Marcum LLP on accounting principles, practices, or auditing procedures during the relevant periods. Additionally, no "reportable events" occurred as defined by Regulation S-K.
Consultation with New Auditor: Prior to engagement, the Company did not consult with CBIZ CPAs P.C. regarding accounting principles or the type of audit opinions they might render.
Investor Verification Checklist
- Verify the transition timeline between Marcum LLP and CBIZ CPAs P.C. to ensure no gap in audit coverage.
- Review the letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the resignation.
- Monitor future filings for the first audit report issued by CBIZ CPAs P.C. to assess any changes in audit scope or findings.
- Confirm that the acquisition of Marcum's attest business by CBIZ was the sole driver for the auditor change, as stated.