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重大事件 即時報告 8-K 2026-06-26

Dominari Holdings 更換核數師 內部控制存五項重大缺陷

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Dominari Holdings Inc. (NASDAQ: DOMH) 於2026年6月24日提交8-K申報，公佈更換核數師 👨‍💼 事件重點：公司董事會審計委員會於當日決定即時解聘 CBIZ CPAs P.C. 作為獨立註冊會計師事務所，並同時聘任 Grassi & Co., CPAs, P.C. 接手2026財年（截至2026年12月31日）的審計工作。 關鍵細節： - CBIZ 於2025年4月25日接替被解聘的 Marcum LLP，正式擔任公司核數師，惟只服務約14個月便再被撤換。 - 在 CBIZ 任期內（2025年4月25日至2026年6月24日），其審計報告對財務報表並無出具保留意見、否定意見或無法表示意見，亦無與管理層在會計原則或披露事項上出現重大分歧。 - 然而，CBIZ 確認公司在財務報告內部控制存在五項重大缺陷（material weaknesses），包括：缺乏足夠人手確保帳目準時準確結算、對公允價值交易缺乏充分審閱、職責分工不當、資訊科技用戶權限及管理審查不足，以及控制設計與執行文件不完整。 - 聘任 Grassi 前，公司及其代表並未就任何會計原則應用或審計意見諮詢該事務所，因此不存在須披露的分歧或報告事件。 對投資者的潛在影響 ⚠️： 更換核數師屬重大事件，尤其公司在短期內連續更換會計師事務所，或令市場對其財務報告質素及內部監控加強關注。雖然管理層強調與CBIZ並無審計意見分歧，但內部控制缺陷仍需正視。投資者應密切留意公司後續10-K或10-Q申報中有關補救措施的進展，以及新核數師Grassi對財務報表的審計意見。
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
June 24, 2026

 

 

 

Dominari Holdings Inc. 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 
 Delaware
  
 001-41845
  
 52-0849320

 
 (State or Other Jurisdiction

of Incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

 
 

725 5th Avenue, 22nd Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including
area code: (212) 393-4540

 

Not applicable

(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

 

 
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b)
of the Act:

 

 
 Title of each class
  
 Trading symbol(s)
  
 Name of each exchange on which registered

 
 Common Stock, $0.0001 par value
  
 DOMH
  
 The Nasdaq Capital Market

 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

 
 Item 4.01.
 Changes in Registrant’s Certifying Accountant

 
 

(a) Dismissal of Previous Independent Registered
Public Accounting Firm

 

On June 24, 2026, Dominari Holdings Inc. (the
“Company”), with the approval of the audit committee of the board of directors of the Company (the “Audit Committee”),
dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm.

 

As previously disclosed in a Current Report on
Form 8-K filed on April 30, 2025, on April 25, 2025, Marcum LLP was dismissed, and CBIZ CPAs was appointed as the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2025.

 

For the period from April 25, 2025 through
the date of CBIZ CPAs’ dismissal, the report of CBIZ CPAs on the financial statements did not contain an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. There were no
disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, between the Company and CBIZ
CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of CBIZ CPAs, would have caused CBIZ CPAs to make reference to the subject matter of
the disagreements in connection with its audit reports on the Company’s financial statements.

 

For the period from April 25, 2025 through the
date of CBIZ CPAs’ dismissal, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation
S-K except for the following material weaknesses in our internal control over financial reporting related to: (i) the lack of personnel
to ensure the books and records are closed accurately and on a timely basis, (ii) lack of sufficient review over the accounting for certain
transactions recorded at fair value, (iii) the lack of appropriate segregation of duties, (iv) certain general information technology
control deficiencies regarding user access provisioning and administrative access review, and (v) insufficient documentation to support
and evidence the design and implementation of controls.

 

The Company provided CBIZ CPAs with a copy of
this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that
CBIZ CPAs furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree. A copy of the letter furnished by CBIZ CPAs, dated June 26, 2026, is filed as Exhibit
16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered
Public Accounting Firm

 

On June 24, 2026, the Company engaged Grassi &
Co., CPAs, P.C. (“Grassi”) to serve as its independent registered public accounting firm for the fiscal year ending December
31, 2026.

 

During the Company’s fiscal years ended
December 31, 2025 and 2024, and during the interim period from the end of the most recently completed fiscal year through June 24, 2026,
the date of engagement of Grassi, neither the Company nor anyone on behalf of the Company consulted with Grassi regarding (a) 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 as to which the Company received a written report or oral advice that Grassi concluded was
an important factor considered by the Company in reaching a decision on any accounting, auditing or financial reporting issue; or (b)
any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv), and the related instructions
thereto, and (v), respectively, of Regulation S-K.

 

 
 
 Item 9.01.
 Financial Statements and Exhibits.

 
 

(d) Exhibits.

 

 
 16.1
  
 Letter from CBIZ CPAs P.C. to the U.S. Securities and Exchange Commission, dated June 26, 2026.

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

 1

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  
 DOMINARI HOLDINGS INC.

 
  
  
  

 
 Date: June 26, 2026
 By:
 /s/ Anthony Hayes

 
  
  
 Anthony Hayes

 
  
  
 Chief Executive Officer

 
 

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