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  4. [8-K] Dominari Holdings Inc. Reports Material Event

Auditor change at Dominari Holdings (NASDAQ: DOMH) as Grassi hired

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dominari Holdings Inc. changed its independent auditor, dismissing CBIZ CPAs P.C. on June 24, 2026 with audit committee approval and appointing Grassi & Co., CPAs, P.C. for the fiscal year ending December 31, 2026.

CBIZ CPAs’ report on the company’s financial statements during its tenure did not include adverse or disclaimed opinions and was not qualified or modified for uncertainty, scope, or accounting principles, and there were no disagreements on accounting, disclosure, or audit procedures as defined by SEC rules. However, the company reports existing material weaknesses in internal control over financial reporting, including limited personnel for timely and accurate closing, insufficient review of fair value transactions, lack of segregation of duties, information technology access control deficiencies, and insufficient documentation of control design and implementation.

Positive

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Negative

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Insights

Dominari changes auditors while existing control weaknesses persist.

Dominari Holdings Inc. dismissed CBIZ CPAs P.C. and engaged Grassi & Co., CPAs, P.C. as its new independent registered public accounting firm for the year ending December 31, 2026. The filing states CBIZ issued no adverse or disclaimed opinions and had no reportable disagreements under SEC definitions.

The company nevertheless acknowledges material weaknesses in internal control over financial reporting, including staffing limits for closing books, review of fair value transactions, segregation of duties, and information technology access controls. These weaknesses can increase the risk of error in financial reporting until remediation is completed.

The appointment of Grassi comes after a prior change from Marcum LLP to CBIZ in April 2025, indicating multiple auditor transitions in a relatively short period. Future company reports will show how the new auditor assesses the control environment and whether disclosed weaknesses are remediated.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date June 24, 2026 CBIZ CPAs dismissed as independent registered public accounting firm
New auditor engagement date June 24, 2026 Grassi engaged for fiscal year ending December 31, 2026
Fiscal year covered by new auditor Year ending December 31, 2026 Scope of Grassi’s audit engagement
Prior fiscal years referenced 2024 and 2025 Period over which company had not consulted Grassi
Count of material weakness areas 5 areas Disclosed internal control over financial reporting weaknesses
independent registered public accounting firm financial
"dismissed CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weaknesses financial
"there were no “reportable events” ... except for the following material weaknesses in our internal control"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in our internal control over financial reporting related to: (i) the lack of personnel"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
segregation of duties financial
"material weaknesses ... including (iii) the lack of appropriate segregation of duties"
Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.
general information technology control deficiencies technical
"certain general information technology control deficiencies regarding user access provisioning and administrative access review"
reportable events regulatory
"there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
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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

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Dominari Holdings Inc. (DOMH) disclose?

Dominari Holdings dismissed CBIZ CPAs P.C. as its independent auditor and engaged Grassi & Co., CPAs, P.C. The change was approved by the audit committee and applies to the fiscal year ending December 31, 2026, replacing the firm appointed in April 2025.

Did Dominari Holdings (DOMH) report disagreements with CBIZ CPAs?

The company reports no disagreements with CBIZ CPAs on accounting principles, financial statement disclosure, or audit scope or procedures. It also notes no reportable events under Regulation S-K, other than previously disclosed material weaknesses in internal control over financial reporting that remain in place.

What internal control weaknesses does Dominari Holdings (DOMH) describe?

Dominari cites material weaknesses in internal control over financial reporting, including limited personnel for timely and accurate closing, inadequate review of fair value transactions, lack of segregation of duties, information technology access control issues, and insufficient documentation supporting the design and implementation of key controls.

Has Grassi previously advised Dominari Holdings (DOMH) on accounting matters?

The company states that during 2024, 2025, and through June 24, 2026, it did not consult Grassi on applying accounting principles to specific transactions or on potential audit opinions, and that no matters subject to disagreement or reportable events were discussed with the new firm.

What is Exhibit 16.1 in Dominari Holdings’ (DOMH) 8-K?

Exhibit 16.1 is a letter from CBIZ CPAs P.C. to the U.S. Securities and Exchange Commission dated June 26, 2026. It responds to Dominari’s description of the auditor change and indicates whether CBIZ agrees with the company’s statements about the dismissal.

Filing Exhibits & Attachments

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Other Documents