Item 4.01 Changes in Registrant’s Certifying Accountant
Effective October 1,
2018, EKS&H LLLP (“EKS&H”), the independent registered public accounting firm for Zynex, Inc. (the “Company”),
combined with Plante & Moran PLLC (“Plante Moran”). As a result of this transaction, on October 1, 2018, EKS&H
resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation, the Company’s
audit committee approved the engagement of Plante Moran as the new independent registered public accounting firm for the Company.
The audit reports of
EKS&H on the Company’s financial statements for the years ended December 31, 2017 and 2016 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
except, the audit report of EKS&H on the Company’s financial statements for the year ended December 31, 2016 contained
an explanatory paragraph indicating that there was substantial doubt about the ability of the Company to continue as a going concern.
The circumstances surrounding this disclosure were subsequently alleviated as described in the Company’s Form 10-Q for the
quarter ended September 30, 2017.
During the two most
recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation,
there were no disagreements between the Company and EKS&H on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of EKS&H would have caused
them to make reference thereto in their reports on the Company’s financial statements for such years.
During the two most
recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding EKS&H’s resignation,
there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K, except as described below.
As previously disclosed
in Item 9A of the Company’s Form 10-K filed on April 17, 2017 for the fiscal year ended December 31, 2016, the Company identified
three material weaknesses in internal control over financial reporting. These material weaknesses related to management’s
lack of staffing and appropriate accounting expertise within its accounting department. Management believes the lack of accounting
and financial personnel amounts to a material weakness in its internal control over financial reporting and their ability to adequately
prepare financial statements and disclosures, and a lack of accounting expertise to appropriately apply GAAP for complex and non-routine
transactions. The Company also reported material weaknesses in its internal control over financial reporting (ICFR) as it did not
at that time have an independent audit committee overseeing its internal controls, or an independent member of its Board. In addition,
the Company also had a material weakness due to a lack of segregation of duties within its accounting and approval process at that
time. No other “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K have occurred during
the two prior fiscal years. The Company believes these material weaknesses have since been remediated as of the date of this Current
Report on Form 8-K.
During the two most
recent fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period preceding Plante Moran’s engagement,
the Company did not consult with Plante Moran on either (1) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and
Plante Moran did not provide either a written report or oral advise to the Company that Plante Moran concluded was an important
factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any
matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event,
as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EKS&H a copy
of the disclosures in this Form 8-K and has requested that EKS&H furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the Company’s statements herein. A copy of the letter dated October 4, 2018
is filed as Exhibit 16.1 to this Form 8-K.