8-K: Pasithea Therapeutics Changes Accounting Firms, Appoints CBIZ Following Marcum Acquisition

Pasithea Therapeutics Corp. has replaced its independent registered public accounting firm, Marcum LLP, with CBIZ CPAs P.C. effective April 23, 2025, following CBIZ's acquisition of Marcum's attest business.

Summary

• Pasithea Therapeutics Corp. announced a change in its independent registered public accounting firm.
• Marcum LLP, the previous firm, was dismissed on April 23, 2025.
• CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The change was approved by the Audit Committee of the Company's Board of Directors.
• The dismissal of Marcum was a result of CBIZ acquiring Marcum's attest business, effective November 1, 2024.
• Marcum's reports on the company's financial statements for the fiscal years ended December 31, 2023 and 2024 contained an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
• There were no disagreements between the Company and Marcum on accounting principles, practices, financial statement disclosure, or auditing scope or procedure during the relevant periods, except for a material weakness related to the review of the annual income tax provision for the fiscal year ended December 31, 2023, which was remediated as of December 31, 2024.

Sentiment

Score: 6

Explanation: The announcement is neutral, detailing a change in accounting firms due to an acquisition. The mention of a prior 'going concern' warning is a slight negative, but the remediation of a material weakness is a positive.

Positives

• The material weakness related to the review of the annual income tax provision for the fiscal year ended December 31, 2023 was identified and remediated as of December 31, 2024.

Negatives

• Marcum's audit reports for 2023 and 2024 included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.

Risks

• The company's ability to continue as a going concern was questioned in the audit reports for 2023 and 2024.

Industry Context

Changes in accounting firms are not uncommon, especially following acquisitions or mergers within the accounting industry. Companies often switch auditors to maintain independence or to align with firms that have specific expertise relevant to their industry. The acquisition of Marcum's attest business by CBIZ is a typical example of consolidation within the accounting sector.

Comparison to Industry Standards

• The engagement of a new auditor following an acquisition is a standard practice.
• Many companies in the pharmaceutical and biotech industries use large, nationally recognized accounting firms like CBIZ or regional firms with expertise in the sector.
• The disclosure of a material weakness and its subsequent remediation is also a common occurrence and is generally viewed positively if the company takes prompt corrective action.

Stakeholder Impact

• Shareholders may be interested in the change of accounting firms and the reasons behind it.
• The change is unlikely to have a significant impact on employees, customers, suppliers, or creditors.

Key Dates

Keywords

accounting firm, CBIZ, Marcum, auditor, financial statements, Pasithea Therapeutics