Item
4.01 Change in Registrant’s Certifying Accountant
(a)
Dismissal of Independent Registered Public Accounting Firm
On
April 28, 2021, the Board of Directors of Adhera Therapeutics (the “Company”) approved the dismissal of Baker Tilly
USA, LLP (“BT”) as the Company’s independent registered public accounting firm.
The
reports of BT on the Company’s consolidated financial statements for the fiscal years ended December 31, 2019 and December
31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The
reports of BT on the Company’s financial statements as of and for the years ended December 31, 2020 and 2019 contained explanatory
paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the
Company has not generated any revenues and has incurred operating losses since inception, which raised doubt about its ability
to continue as a going concern.
During
the fiscal years ended December 31, 2019 and December 31, 2020 and through April 29, 2021, there have been no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BT 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 BT would have caused BT to make reference thereto in its reports on the consolidated financial statements for such years. During
the fiscal years ended December 31, 2019 and December 31, 2020 and through April 29, 2021, there have been no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company provided BT, with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that
BT furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant
to Item 304(a)(3) of Regulation S-K, stating whether or not BT agrees with the statements related to them made by the Company in this
report. Upon receipt from BT, a copy
of BT’s letter will be provided to
the SEC as Exhibit 16.1 in an amendment to
this report.
(b)
Newly Engaged Independent Registered Public Accounting Firm
On
April 28, 2021, the Audit Committee approved the appointment of Salberg & Company (“Salberg”) as the Company’s
new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal
year ending December 31, 2021. During the fiscal years ended December 31, 2019 and December 31, 2020 and through April 30, 2021,
neither the Company, nor anyone on its behalf, consulted Salberg 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 with respect to
the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Salberg
that 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 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 that term is defined in Item 304(a)(1)(v) of Regulation
S-K).