Business Context and Reporting Period
This Form 8-K is filed by Oncocyte Corporation (not Insight Molecular Diagnostics Inc.) on April 11, 2025. The report addresses a change in the registrant's certifying accountant. The company is incorporated in California and trades on The Nasdaq Stock Market under the symbol OCX.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused solely on corporate governance and audit firm changes.
Material Changes
- Termination of Prior Accountant: The Company terminated its relationship with Marcum LLP as its independent registered public accounting firm effective April 11, 2025.
- Engagement of New Accountant: With Audit Committee approval, the Company engaged CBIZ CPAs P.C. on April 16, 2025, to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Background: CBIZ CPAs acquired the attest business of Marcum LLP effective November 1, 2024. Marcum continued to serve the Company until the termination date.
Guidance, Risks, and Unusual Items
- Disagreements and Reportable Events: The Company reported no disagreements with Marcum LLP regarding accounting principles, practices, financial statement disclosures, or auditing scope/procedures during the fiscal years ended December 31, 2024 and 2023, or through April 11, 2025. There were no "reportable events" as defined by Regulation S-K.
- Consultations: The Company did not consult with CBIZ CPAs prior to engagement regarding accounting principles or potential audit opinions.
- Historical Audit Opinions: Marcum's reports for fiscal years 2024 and 2023 did not contain adverse opinions, disclaimers, or qualifications. However, the 2023 report included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Confirmation: Marcum LLP provided a letter dated April 17, 2025, agreeing with the statements made in this filing.
Investor Verification Checklist
- Verify the transition timeline between Marcum LLP and CBIZ CPAs P.C. to ensure no gap in audit coverage.
- Review the 2023 Form 10-K to understand the context of the "substantial doubt about going concern" explanatory paragraph.
- Confirm the status of the 2024 audit opinion to ensure no new qualifications were added prior to the firm change.
- Check for any subsequent filings regarding the finalization of the 2024 financial statements under the new auditor.