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Item 4.01
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Changes in Registrant’s Certifying Accountant
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As previously
reported, on July 17, 2019, Emmaus Life Sciences, Inc. (formerly known as “MYnd Analytics, Inc,” and herein “we,”
“us,” “our,” “Emmaus” or the “Company”) completed a reverse merger transaction
with EMI Holding, Inc. (formerly known as “Emmaus Life Sciences, Inc.” and herein “ EMI”) in accordance
with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 4, 2019, as amended, by and among the
Company, Athena Merger Subsidiary, Inc., a wholly owned subsidiary of the Company, and EMI, pursuant to which Athena Merger Subsidiary,
Inc. merged with and into EMI, with EMI surviving as a wholly-owned subsidiary of the Company (the “Merger”).
The Merger
was treated as a reverse recapitalization transaction with EMI being deemed the acquiring company for accounting purposes in accordance with generally accepted accounting principles.
At the time of the Merger and through October
18, 2019, SingerLewak LLP (“SingerLewak”) served as EMI’s independent registered public accounting firm, while
Marcum LLP (“Marcum”) served as our independent registered public accounting firm.
On October
18, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company decided to continue
to retain Marcum as our independent registered public accounting firm. According to guidance from the Securities and Exchange Commission’s
Office of Chief Accountant, this is considered a change in our certifying accountant since Marcum was not the certifying accountant
for EMI, which is deemed to be the accounting acquiror in the Merger.
The reports
of SingerLewak on the financial statements of the EMI for each of fiscal years ended December 31, 2018 and December 31, 2017 did
not contain an adverse opinion or a disclaimer of opinion but were qualified regarding EMI’s ability to continue as a going
concern. They were not otherwise qualified or modified as to uncertainty, audit scope or accounting principle.
During
the fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through June 30, 2019, there
were no (1) disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities
Act of 1933, as amended (“Regulation S-K”) and related instructions) between EMI and SingerLewak on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if
not resolved to the satisfaction of SingerLewak, would have caused SingerLewak to refer to them in its reports on the financial
statements for such years, or (2) reportable events
as set forth in Item 304(a)(1)(v) of Regulation S-K, except that SingerLewak advised EMI of material weaknesses involving internal
controls and procedures related to in our internal control over financial reporting due
to inadequate financial closing process, segregation of duties including access control of information technology, especially
financial information, inadequate documentation of policies and procedures over risk assessments, internal control and significant
account process and insufficient entity risk assessment process.
We
provided SingerLewak with a copy of the disclosures in this Current Report and requested that it furnish us with a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained in this Current Report
and, if not, stating the respects in which it does not agree. SingerLewak responded
with a letter dated October 24, 2019, stating that they agree with the statements set forth above. A copy of SingerLewak’s
letter is filed as Exhibit 16.1 to this Current Report and incorporated herein by reference,
During
the fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through June 30, 2019, Marcum
served as the Company’s independent registered public accounting firm. During this same period, neither EMI nor anyone acting
on its behalf, consulted with Marcum regarding: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may be rendered on EMI’s financial statements, and Marcum
did not provide either a written report or oral advice to EMI that was an important factor considered by EMI in reaching a decision
as to the 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 the related instructions) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
