Business Context and Reporting Period
Company: AIR INDUSTRIES GROUP (AIRI)
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2025
Principal Executive Offices: 1460 Fifth Avenue, Bay Shore, New York 11706
Reporting Period: This filing reports on events occurring on April 16, 2025, and April 17, 2025, regarding a change in the Company's independent registered accounting firm.
Key Financial Metrics
This Form 8-K does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The filing focuses exclusively on the resignation of the prior auditor and the engagement of a new auditor.
Material Changes Versus Prior Period
The primary material change reported is the transition of the Company's independent registered accounting firm:
- Resignation: Marcum LLP resigned as the Company's independent registered accounting firm on April 16, 2025.
- Acquisition Context: CBIZ CPAs P.C. acquired the attest business of Marcum LLP on November 1, 2024.
- Engagement: Following Audit Committee approval, CBIZ CPAs was engaged as the new independent registered public accounting firm effective April 17, 2025, for the fiscal year ended December 31, 2025.
Guidance, Outlook, Risks, and Contingencies
Audit Opinions and Going Concern: Marcum LLP's reports for the fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions or disclaimers. However, both reports included an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern.
Internal Control Weaknesses: The filing references material weaknesses in internal control over financial reporting disclosed in the Company's 2024 Form 10-K (filed April 15, 2025). These weaknesses include:
- Failure to design and implement primary user access controls and program change management systems over key IT systems to ensure data completeness, accuracy, and segregation of duties.
- Inability to verify and validate the effectiveness of vendor control procedures when implementing changes to IT systems affecting financial applications and data records.
Disagreements: The Company reported no disagreements with Marcum LLP regarding accounting principles, practices, or auditing scope during the two-year period preceding the resignation.
Important Facts for Investor Verification
- Verify the Company's current liquidity status and capital raising efforts given the "substantial doubt about going concern" noted in the 2023 and 2024 audit reports.
- Review the Company's 2024 Form 10-K (filed April 15, 2025) for detailed disclosures regarding the material weaknesses in internal controls over financial reporting.
- Confirm the timeline and scope of the transition from Marcum LLP to CBIZ CPAs to ensure continuity in audit oversight.
- Monitor future filings for any updates on the remediation of the identified IT and internal control deficiencies.