Item
4.01 Changes in Registrant’s Certifying Accountant.
The audit committee (“Audit Committee”)
of GWG Holdings, Inc. (the “Company”) recently completed a competitive process to determine the audit firm to serve
as the Company’s independent registered accounting firm for the year ended December 31, 2020. Following that process, on
September 17, 2020 the Audit Committee replaced Whitley Penn LLP (“Whitley Penn”) as the Company’s independent
registered public accounting firm with Grant Thornton LLP (“Grant Thornton”) for the year ending December 31, 2020.
The Company’s engagement of Grant Thornton is discussed below.
The Audit Committee’s decision was
not the result of a disagreement between Whitley Penn and the Company on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure and the Company thanks Whitley Penn for its professionalism and quality of
services rendered over the past year. The Company has begun working with Grant Thornton, a highly regarded global accounting firm
whose reputation, talent and resources are well suited for independent auditing services to the Company.
Whitley Penn’s audit report for the
year ended December 31, 2019 (which was the only year for which Whitley Penn issued an audit report) did not contain an adverse
opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting
principles. For any matters related to the previous audit report for the year ended December 31, 2018, please refer to the Form
8-K filed on August 8, 2019.
During the year ended December 31, 2019
and through September 17, 2020, there were (i) no disagreements between the Company and Whitley Penn on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to Whitley Penn’s
satisfaction, would have caused Whitley Penn to make reference to the subject matter of the disagreement in connection with its
report for such year, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such year
and subsequent interim periods through September 17, 2020, except for the material weaknesses in internal control over financial
reporting that existed as of September 30, 2019, June 30, 2019, March 31, 2019 and December 31, 2018 relating to the Company’s
(A) failure to timely file its 2018 Form 10-K due to the lack of effective information and communication controls with external
parties that prevented the Company from timely executing certain controls within its financial closing and reporting processes,
and (B) internal controls over the application of generally accepted accounting principles to material complex non-routine transactions,
in each case, as described in Part II, Item 9A (Controls and Procedures) of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2018. The Audit Committee discussed such material weaknesses with Whitley Penn and the Company has
authorized Whitley Penn to respond fully to the inquiries of the Company’s successor accounting firm concerning such material
weaknesses.
The Company has provided Whitley Penn with
a copy of the disclosure set forth in this report and requested that Whitley Penn furnish the Company with a letter addressed to
the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree,
as required by SEC rules. A copy of Whitley Penn’s letter, dated September 23, 2020, stating its agreement with the above
statements is attached as Exhibit 16.1 to this report.
Simultaneously with the dismissal of Whitley
Penn, the Audit Committee of the Company engaged Grant Thornton as its new independent registered public accounting firm for the
year ending December 31, 2020. During the years ended December 31, 2019 and 2018, and the subsequent interim period through September
17, 2020, neither the Company nor anyone on its behalf has consulted Grant Thornton with respect to 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 Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where
either a written report or oral advice was provided to the Company that Grant Thornton concluded was an important factor considered
by the Company 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 related instructions) or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).