Item 4.01. Changes in Registrant's Certifying Accountant.
As previously reported: on January 18, 2022, Brooklyn ImmunoTherapeutics, Inc.,
a Delaware corporation (the "Company") notified Marcum LLP ("Marcum") that it
would be dismissed as the Company's independent registered public accounting
firm effective after the completion of Marcum's audit of the Company's financial
statements for the year ended December 31, 2021; and the Audit Committee of the
Company's Board of Directors (the "Board") approved Marcum's dismissal on
January 18, 2022. Marcum's dismissal became effective on April 15, 2022. All
disclosures required by Item 4.01 of Form 8-K with respect to Marcum's dismissal
were previously reported in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 24, 2022 and no events have
occurred since such date that would have required the filing of an amendment to
such Form 8-K.
Also as previously reported: on January 18, 2022, the Company notified Grant
Thornton LLP ("Grant Thornton") that the Audit Committee of the Board had
selected Grant Thornton to serve as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022 and related interim
periods.
Grant Thornton's engagement became effective on April 18, 2022.
During the two years ended December 31, 2021 and from December 31, 2021 through
the date of filing of this Current Report on Form 8-K, neither the Company nor
anyone acting on its behalf has consulted Grant Thornton 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 Company's financial statements, and no written report or oral advice was
provided to the Company by Grant Thornton that Grant Thornton concluded was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any matter that was
either subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or
a "reportable event," as that term is described in Item 304(a)(1)(v) of
Regulation S-K.
The Company furnished Marcum with a copy of the disclosure contained in this
Item 4.01 prior to filing this Current Report on Form 8-K with the SEC and
requested that Marcum furnish it with a letter addressed to the SEC stating
whether or not it agreed with the statements made by the Company in this Item
4.01 insofar as they relate to Marcum's audit services and engagement as the
Company's independent registered public accounting firm. Marcum has furnished a
letter addressed to the SEC dated April 19, 2022, a copy of which is attached
hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
16.1 Marcum, LLP letter dated April 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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