Why are amended 10-Ks important?

Businesses frequently submit revised annual 10-K reports to make technical changes, such as filing proxy information or correcting minor typos. These amendments are typically routine and hold little significance for investors.

Nevertheless, some amended reports convey adverse developments, such as uncovering inaccuracies in previously submitted financial statements or reporting deficiencies in internal controls. These revisions warrant scrutiny because the disclosed negative information may be substantial, and the amended filing could serve as the initial source for announcing such developments.

Amended 10-K filings - quarterly update # 9

In this quarterly update, I examine the reasons for the 10-K/A amendments filed between October 1, 2025, and December 31, 2025. (Quarterly update # 8 is available here.)

Companies filed 45 amended 10-K reports in the December 31, 2025, quarter – a sharp decline compared to 114 amended 10-Ks filed during the December 31, 2024, quarter.

Table 1 below reflects the primary reasons for the amendments.

Table 1 - Reasons for Amended 10-Ks

Source: 10-K/A filings, analysis by Deep Quarry. Note that the table reflects primary not all categories, so percentage may not add up to 100%.

(Company-level data underlying quarterly 10-K/A updates is available to premium subscribers.)

The discussion of selected categories and filings is below.

Audit opinion or consent updates

In the December 31, 2025, quarter 6 10-K/As were filed to correct or modify the information contained in audit opinions or auditors’ consents – a decrease of more than 70% compared to 22 amendments filed to replace or modify audit opinions during the December 31, 2024, quarter.

The decline in the number of opinion-related 10-Ks is partially attributed to the absence of amendments related to BF Borgers, which was sanctioned by the SEC in May 2024. Companies that were previously audited by BF Borgers had to engage a new audit firm and could not include opinions issued by Borgers in the 10K filings or present quarterly financials reviewed by Borgers in the 10-Q reports after May 3, 2024 (the date of the SEC order). In December 31, 2024, quarter 8 companies filed amendments to replace the opinion of BF Borgers with that of a PCAOB-registered auditor and provide re-audited financial statements.

Like the previous quarters, several opinion-related issues involved technical updates, such as correcting the opinion’s signature dates.

Amendments related to missing audit opinions or consents

Public companies are expected to file audited annual financial statements, providing investors with confidence that these statements comply with accounting standards and fairly represent the company’s financial position. Filing financial statements without the auditor’s consent raises concerns about unresolved audit issues, potential misstatements, or failed communication between management and the auditor. (See my previous Substack post on reports filed without an auditor’s consent.)

In the December 31, 2025, quarter, one company - Quantumzyme Corp. (Ticker: QTZM) - filed an amended annual report to include an updated report of the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC. In the amended 10-K, filed on November 17, 2025, the Company acknowledged that the original 10-K, dated November 13, 2025, was filed without the auditor’s authorization:

“This Amendment is being filed to include an updated report of the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), and the related consent. The updated audit report replaces the version that was included in the Original Filing, which was submitted before Fruci had granted its final authorization.”

The Company also updated the executive compensation table to add previously omitted compensation.

In the previous quarterly analysis, Deep Quarry flagged another Fruci & Associates’ client, PreAxia Healthcare Systems Inc. (Ticker: PAXH), for initially filing a 10-K with financial statements that had not been audited by Fruci & Associates II, PLLC. PreAxia Healthcare later amended the filing to include audited financials with different loss figures than in the original filing. On December 9, 2025, PreAxia dismissed Fruci & Associates as its independent audit firm after about one year on the job.

Deep Quarry also flagged disclosures of four other companies, after Fruci & Associates had withdrawn previously issued audit opinions due to incomplete audit procedures, triggering Item 4.02 non-reliance disclosures, mandatory re-audits, and filing of amended 10-Ks.

On December 18, 2025, the PCAOB sanctioned Fruci & Associates and the engagement partner behind the deficient audits. The PCAOB found that the engagement partner issued unqualified audit opinions without performing adequate audit procedures on material accounts, failing to obtain the required engagement quality review, and violating audit documentation requirements.

It is important to distinguish between two very different failure modes that have surfaced in recent amended 10-K filings. Filing an annual report without audited financial statements or without the auditor’s consent may signal weaknesses in disclosure controls and procedures or breakdowns in communication between management and the audit firm regarding filing readiness and SEC requirements. By contrast, situations in which an auditor withdraws an opinion because required audit procedures were never completed represent a severe audit quality deficiency.

Put it differently: it is important to differentiate between the accounting quality of the auditor’s portfolio companies and the auditor’s audit quality issues. In some cases, it goes hand in hand.

This is an abridged version of the analysis. The full Deep Quarry post, available to Substack subscribers, examines selected amended 10-K reports filed to restate financial information, revise internal or disclosure control reports, or provide details of internal investigations.

For questions and data inquiries please contact olga@deepquarry.com.

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