Cronos : Change in Certifying Accountants - Form 8-K

Item 4.01. Changes in Registrant's Certifying Accountant.

On April 11, 2024, KPMG LLP ("KPMG"), the current independent registered public accounting firm of Cronos Group Inc. (the "Company"), informed the Company that it will not stand for re appointment for the Company's 2024 annual audit. KPMG indicated that its notification was a result of its decision to cease providing financial statement audit services to companies in the cannabis industry, regardless of the jurisdiction in which they operate. The Company anticipates that KPMG will continue to review its quarterly interim financial results through the first two fiscal quarters of 2024. The Company intends to promptly initiate a process to appoint a new independent registered public accounting firm.

KPMG did not seek the Company's consent to its decision to not stand for re-appointment as the Company's independent registered public accounting firm. As a result, neither the Company's Board of Directors nor the Audit Committee of the Company's Board of Directors participated in KPMG's decision.

KPMG issued unqualified reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, as well as an unqualified report on the effectiveness of the Company's internal control over financial reporting for the year ended December 31, 2023. KPMG issued an adverse opinion on the Company's internal control over financial reporting as of the year ended December 31, 2022 due to the existence of a material weakness.

During the Company's fiscal years ended December 31, 2022 and 2023, and the subsequent interim period through April 12, 2024, there were no "disagreements" between the Company and KPMG within the meaning of Item 304(a)(1)(iv) of Regulation S-K or "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K (other than the material weakness referred to above) with respect to the Company.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from KPMG a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of KPMG's letter dated April 16, 2024 is attached as Exhibit 16.1 hereto.