Item 4.01 Changes in Registrant’s
Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On
May 22, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Timber
Pharmaceuticals, Inc. (“Timber” or the “Company”) resolved to continue to engage BPM LLP (“BPM LLP”),
an independent registered accounting firm, as the Company’s independent registered public accounting firm to review the Company’s
condensed consolidated financial statements for the three month period ended April 30, 2020, and, following BPM’s review
of the Company’s condensed consolidated financial statements for the three month period ended April 30, 2020, to terminate
BPM’s engagement and appoint KPMG LLP (“KPMG”), as the independent registered public accounting firm engaged
to audit the Company’s consolidated financial statements.
BPM
has since completed its review of the Company’s condensed consolidated financial statements for the three month period ended
April 30, 2020, and Timber terminated its relationship with BPM effective June 30, 2020.
The reports of BPM on the Company’s
consolidated financial statements for the fiscal years ended January 31, 2020 and 2019 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 except that, the
reports on the consolidated financial statements of the Company as of and for the years ended January 31, 2020 and 2019, each contained
a separate explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended January 31,
2020 and 2019 and the subsequent interim period through June 30, 2020, there have been no “disagreements” (as defined
in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BPM 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 BPM,
would have caused BPM to make reference thereto in their reports on the consolidated financial statements for such fiscal years.
During the fiscal years ended January 31,
2020 and 2019 and any subsequent interim period through June 30, 2020, there have been no “reportable events” (as defined
in Item 304(a)(1)(v) of Regulation S-K), other than:
For
the fiscal year ended January 31, 2020, the Company reported material weaknesses in its internal control over financial reporting,
relating to (i) inadequate segregation of duties; and (ii) insufficient written policies and procedures for accounting
and financial reporting with respect to the requirements and application of both GAAP and Securities Exchange Commission (“SEC”)
guidelines.
For
the fiscal year ended January 31, 2019, the Company reported material weaknesses in its internal control over financial reporting,
relating to (i) inadequate segregation of duties; and (ii) insufficient written policies and procedures for accounting
and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines.
The Company has provided BPM with a copy
of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that BPM furnish the Company with
a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of
Regulation S-K, stating whether BPM agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K.
A copy of BPM’s letter to the SEC dated July 2, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On June 30, 2020, the Audit Committee
approved the appointment of KPMG as the Company’s new independent registered public accounting firm, effective
immediately. During the fiscal years ended January 31, 2020 and 2019 and the subsequent interim period through June
30, 2020, neither the Company, nor anyone on its behalf, consulted KPMG 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 financial statements of the Company, and no written report or oral advice was provided to the Company by KPMG that KPMG
concluded 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 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 that term is defined in
Item 304(a)(1)(v) of Regulation S-K).