Item 4.01 Changes in Registrant's Certifying Accountant.
Resignation of Company's Existing Independent Registered Public Accounting Firm
On November 17, 2021, Mayer Hoffman McCann P.C. ("MHM") notified Jaguar Health,
Inc. (the "Company") of its decision to resign as the Company's independent
registered public accounting firm effective on the earlier of (i) the date the
Company engaged a new independent registered public accounting firm or (ii)
December 17, 2021.
The reports of MHM on the Company's consolidated financial statements for the
fiscal years ended December 31, 2020 and 2019 contained an explanatory paragraph
regarding the Company's ability to continue as a going concern and contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. During the fiscal years
ended December 31, 2020 and 2019, and in the subsequent interim period through
November 17, 2021, there have been no disagreements with MHM on any matters of
accounting principles or practices, financial statement disclosure or auditing
scope and procedure.
During the two fiscal years ended December 31, 2020 and 2019 and the subsequent
interim period through November 22, 2021, there were no reportable events (as
that term is described in Item 304(a)(1)(v) of Regulation S-K), except for
material weaknesses disclosed under "Item 4. Controls and Procedures" of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2021" and "Item 9A. Controls and Procedures" of the Company's Annual Report
on Form 10-K for the fiscal years ended December 31, 2020 and 2019.
The Company provided a copy of the foregoing disclosures to MHM and requested
that MHM furnish it with a letter addressed to the Securities and Exchange
Commission stating whether MHM agrees with the above statements. A copy of MHM's
letter, dated November 23, 2021 is filed as Exhibit 16.1 to this Form 8-K.
Appointment of Company's New Independent Registered Public Accounting Firm
On November 22, 2021, the Company, with the approval of the audit committee of
the Company's board of directors (the "Audit Committee"), appointed RBSM LLP
("RBSM") as the Company's new independent registered public accounting firm and
MHM's resignation as the Company's independent registered public accounting firm
became effective. MHM has informed the Company that it will cooperate and
assist with an orderly transition of audit firms, including delivering comfort
letters, consents and other documents as reasonably requested by the Company and
agreed to by MHM pursuant to new engagement letters and responding fully to any
inquiries of the successor auditor.
During the two most recent fiscal years and the subsequent interim period
through November 22, 2021, the Company has not consulted RBSM with respect to
(a) 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, and neither a written report
was provided to the Company nor oral advice was provided that RBSM concluded was
an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (b) any matter that was
either the subject of a disagreement (as 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 defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. Description
16.1 Letter from Mayer Hoffman McCann P.C., dated November 23, 2021.
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