RCAR RenovaCare Inc (CE)

Item 4.01 Changes in Registrant’s Certifying Accountant.

On October 1, 2020, the Board of Directors (the “Board”) of RenovaCare, Inc., a Nevada corporation (the “Registrant” or the “Company”), dismissed Marcum LLP (“Marcum”) as the Registrant’s independent registered public accounting firm.

The reports of Marcum on the Registrant’s consolidated financial statements for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2018 and 2019 and the subsequent interim period through June 30, 2020, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Marcum 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 Marcum, would have caused Marcum to make reference thereto in their reports on the consolidated financial statements for such fiscal years. During the fiscal years ended December 31, 2018 and 2019 and any subsequent interim period through June 30, 2020, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that the Company’s internal control over financial reporting was not effective due to the existence of material weaknesses in the Company’s internal control over financial reporting.

The Registrant provided Marcum with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Marcum furnish the Registrant with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Marcum agrees with the statements related to them made by the Registrant in this report. A copy of Marcum’s letter to the SEC dated October 1, 2020, is attached as Exhibit 16.1 to this report.

On October 1, 2020, the Registrant’s Board of Directors, approved the appointment of PKF O’Connor Davies, LLP as the Registrant’s new independent registered public accounting firm, effective immediately. During the fiscal years ended December 31, 2019 and 2018 and any subsequent interim period through June 30, 2020, neither the Registrant, nor anyone on its behalf, consulted PKF regarding 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 financial statements of the Registrant, and no written report or oral advice was provided to the Registrant by PKF that PKF concluded was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).