| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public
Accounting Firm
On July 5, 2022, the Audit
Committee of the Board of Directors (the “Board”) of First Wave BioPharma, Inc. (the “Company”) approved the dismissal
of Marcum LLP (“Marcum”), as the Company’s independent registered public accounting firm, effective immediately, and
the re-engagement of Mazars USA LLP (“Mazars”) as the Company’s independent registered public accounting firm as of
and for the year ending December 31, 2022. As described below, the change in independent registered public accounting firm is not the
result of any disagreement with Marcum.
Marcum was engaged as the
Company’s independent registered public accounting firm from April 27, 2022 to July 5, 2022 (the “Marcum Engagement Period”).
During the Marcum Engagement Period, Marcum had not audited the Company’s financial statements or issued any reports on the Company’s
financial statements.
During the Marcum Engagement
Period, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between
the Company and Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference thereto in its report; and (ii) no “reportable
events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum
with a copy of the disclosures in this Form 8-K and requested that Marcum furnish the Company with a letter addressed to the Securities
and Exchange Commission (the “SEC”), stating whether it agrees with the statements made herein and if not, stating in what
respects it does not agree. A copy of Marcum’s letter to the SEC, dated July 7, 2022, is filed as Exhibit 16.1 to this Form 8-K.
Re-Appointment of Former Independent Registered
Public Accounting Firm
On July 5, 2022, the Audit
Committee of the Board approved the re-engagement of Mazars as the Company’s independent registered public accounting firm as of
and for the year ending December 31, 2022.
Mazars previously served as
the Company’s independent registered public accounting firm from 2014 to April 27, 2022 (the “Prior Mazars Engagement Period”).
During the Prior Mazars Engagement Period, Mazars audited the Company’s financial statements as of and for the years ended December
31, 2020 and December 31, 2021.
Mazars’ audit report
on the financial statements for the years ended December 31, 2020 and 2021 did not provide an adverse opinion or disclaimer of opinion
to the Company’s financial statements, nor modify or qualify its opinion as to uncertainty, audit scope or accounting principles,
except that Mazars’ reports dated March 31, 2021 and March 31, 2022 contained an explanatory paragraph stating there was substantial
doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended
December 31, 2020 and 2021 and through April 27, 2022, the date of Mazars’ prior dismissal, there were: (i) no disagreements within
the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Mazars on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Mazars’s satisfaction,
would have caused Mazars to make reference thereto in its report; and (ii) no “reportable events” within the meaning of Item
304(a)(1)(v) of Regulation S-K.
During the fiscal years ended
December 31, 2020 and 2021 and through July 5, 2022, neither the Company nor anyone on its behalf has consulted with Mazars regarding:
(i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that Mazars concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and
the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.