accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim period through February 7, 2025, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting related to (i) an inappropriate tone at the top established by certain former senior executives, (ii) the Company’s lack of sufficient qualified professionals with an appropriate level of accounting and internal control knowledge, training and experience to (a) appropriately analyze, record and disclose accounting matters timely and accurately and (b) design and maintain effective internal control over financial reporting, (iii) the Company’s failure to perform a sufficient review of accounting policies to ensure ongoing adherence with U.S. generally accepted accounting principles, (iv) the Company’s failure to design and maintain effective internal control over financial reporting for systems, products, parts and accessories sales subject to bill and hold arrangements with customers and (v) the Company’s failure to design and maintain effective internal control over financial reporting related to the proper accounting, presentation and disclosure for factory protection plan (“FPP”) service contracts, including the cost recognition of parts and labor associated with FPP service contracts, as described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
The Company has provided Marcum with a copy of the disclosures made by the Company in response to Item 304(a) of Regulation S-K and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The Company anticipates attaching a letter from Marcum as an exhibit to a Current Report on Form 8-K to be filed within four business days of this Supplement.
During the fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim period through February 7, 2025, the Company did not consult CBIZ with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Because the Company expects CBIZ to be appointed as its independent registered public accounting firm for the fiscal year ending March 31, 2025, any vote for Marcum in Proposal 4 will be deemed to be a vote for CBIZ, assuming the Company, acting through the Audit Committee of the Board, elects to engage CBIZ.
Any vote previously entered, either by Internet, by phone or by mail, “FOR” or “AGAINST” or to “ABSTAIN” regarding Proposal 4 will be counted as a vote “FOR” or “AGAINST” or to “ABSTAIN” with respect to Proposal 4 as updated by this Supplement. If you have already returned your proxy card or voted your proxy over the Internet or by telephone, and would like to change your vote on any matter, you may revoke your proxy by (i) delivering written notice of revocation to the Secretary of Company at the address above, (ii) submitting a later dated proxy by telephone or Internet or (iii) attending the Annual Meeting and voting by the Internet. If you hold your shares through a broker, bank or other nominee, you must contact them in order to find out how to change your vote.
Vote Required
The affirmative vote of a majority of the votes cast by the common stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required for the ratification of the selection of Marcum, or CBIZ, assuming the Company, acting through the Audit Committee of the Board, elects to engage CBIZ, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025.
