Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Decision to Dismiss Independent Registered Public Accounting Firm
On
September 21, 2022, the audit committee of the board of directors of Palisade Bio, Inc. (the “Audit Committee”), a Delaware
corporation (the “Company”), approved the dismissal of BDO USA, LLP (“BDO”) as the Company’s independent
registered public accounting firm.
The
audit report of BDO on the consolidated financial statements of the Company as of and for the years ended December 31, 2021 and 2020
did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting
principles, except that the report on the Company’s consolidated financial statements as of and for the years ended December 31,
2021 and 2020 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 30, 2021 and 2020 and the subsequent interim period through September
21, 2022, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with
BDO 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 BDO, would have caused BDO to make reference to the subject matter of such disagreements in connection
with its report on the financial statements for such periods.
During
the Company’s two most recent fiscal years ended December 30, 2021 and 2020 and the subsequent interim period September 21, 2022,
there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that as previously disclosed, the Company
reported that there were material weaknesses in internal controls over financial reporting for the years ending December 31, 2021 and
2020 related to: (i) lack of controls in the financial closing and reporting process and (ii) fair value calculation of options granted.
The
Company has provided BDO with a copy of the disclosures in this Current Report on Form 8-K prior to filing with the Securities and Exchange
Commission (“SEC”). A copy of BDO’s letter, stating it agrees with the statements as set forth above, is filed as Exhibit
16.1 to this Current Report on Form 8-K.
(b)
Decision Regarding New Independent Registered Public Accounting Firm
On
September 21, 2022, the Audit Committee approved the appointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s
new independent registered public accounting firm for the year
ending December 31, 2022, effective September 21, 2022.
During
the years ended December 31, 2021 and 2020 and the subsequent interim periods through September 21, 2022, neither the Company nor anyone
acting on its behalf has consulted with Baker Tilly with respect to (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 financial statements, and neither
a written report nor oral advice was provided to the Company that Baker Tilly 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” or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.