Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a) Dismissal of
Independent Registered Public Accountants.
On December 12, 2022, the Audit Committee of the Board of Directors
of Aytu BioPharma, Inc. (the “Company”) dismissed Plante &
Moran PLLC (“Plante Moran”), as the Company’s independent
registered public accounting firm.
The reports of Plante Moran on
the Company’s consolidated financial statements for the fiscal
years ended June 30, 2022 and 2021 did not contain any adverse
opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles,
except for Plante Moran’s report on the financial statements for
the year ended June 30, 2022 which contained an explanatory
paragraph expressing substantial doubt about the Company’s ability
to continue as a going concern.
During the fiscal years ended June 30, 2022 and 2021, and through
the date of Plante Moran’s dismissal, there were (i) no
“disagreements” (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between the Company
and Plante Moran on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Plante
Moran would have caused Plante Moran to make reference to the
subject matter of the disagreement in connection with its reports
on the Company’s consolidated financial statements for such years
and (ii) no “reportable events” as that term is defined in Item
304(a)(1)(v) of Regulation S-K, except for the material weakness in
the Company’s internal control over financial reporting previously
reported in Part II, Item 9A “Controls and Procedures” in the
Company’s Annual Report on Form 10-K for the year ended June 30,
2021, as amended.
The Company concluded that it had a material weakness in its
internal control over financial reporting related to the analysis
for the accounting for the impairment of long-lived assets,
including goodwill and other intangible assets. The Company
performs an assessment to determine if an impairment of long-lived
assets has occurred annually or when circumstances indicate an
impairment may have occurred. This assessment was prepared by
internal staffing and reviewed by the Chief Financial Officer. At
the June 30, 2021 fiscal year end, it was determined that the
Company improperly aggregated certain assets when performing this
assessment. This resulted in an incorrect conclusion that no
impairment had occurred. This deficiency did not result in a
revision of any of the Company’s previously issued financial
statements. However, if not addressed, the deficiency could have
resulted in a material misstatement in the future. In response, the
Company incorporated utilization of third-party providers to review
its assumptions and computations in the Company’s impairment
analysis for completeness and accuracy. The Company believes that
its controls are now designed properly and operating
effectively.
The material weakness was discussed with the Audit Committee. The
Company has authorized Plante Moran to respond fully to inquiries
of Grant Thornton LLP (“Grant Thornton”), the Company’s successor
accountant as described below, concerning the material
weaknesses.
The Company has provided Plante Moran with a copy of this Form 8-K
and requested that Plante Moran provide the Company with a letter
addressed to the Securities and Exchange Commission stating whether
or not Plante Moran agrees with the above disclosures. A copy of
Plante Moran’s letter, dated December 12, 2022, is attached as
Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent
Registered Public Accountants.
On December 12, 2022, the Audit Committee appointed Grant Thornton
LLP as the Company’s independent registered public accounting firm
for the fiscal year ended June 30, 2023.
During the fiscal years ended June 30, 2021 and 2022 and the
subsequent interim period through December 12, 2022, neither
the Company nor anyone on its behalf has consulted with Grant
Thornton with respect to 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 Company’s consolidated financial statements, and neither a
written report nor oral advice was provided to the Company that
Grant Thornton 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