Item 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) Former independent registered public
accounting firm
On October 14, 2020, WithumSmith + Brown (“Withum”),
SCWorx Corp.’s independent registered public accounting firm, notified SCWorx Corp. (the “Company” or “Registrant”)
that it would no longer be able to provide audit and review services to the Company, effective October 14, 2020. The audit and
review services were discontinued for reasons unrelated to the reviews or audited financials of the Company. Withum
has audited the Company’s financial statements since 2019.
Withum’s report on the Company’s
financial statements for the fiscal year ended December 31, 2019 did not contain an adverse opinion or disclaimer of opinion, nor
was such report qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory paragraph
relating to a substantial doubt regarding the Company’s ability to continue as a going concern. During the fiscal
year ended December 31, 2019, and through October 14, 2020, there were no disagreements with Withum on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Withum’s
satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in connection with its report.
During the fiscal year ended December 31, 2019,
and through October 14, 2020, there were no “reportable events” as defined under Item 304(a)(1)(v) of Regulation S-K,
except for material weaknesses in internal control over financial reporting.
The Company provided Withum with a copy of
the disclosure contained in this Form 8-K and has requested that it provide the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the contents of this disclosure. A copy of that letter is attached
as an Exhibit to this Current Report.
(b) New independent registered public accounting
firm
On October 20, 2020, the Company appointed Sadler Gibb & Associates,
LLC (“SG”) as its new independent registered public accounting firm, effective immediately, for the fiscal year ending
December 31, 2020. This appointment was authorized and approved by the Audit Committee of the Company’s Board
of Directors.
During the fiscal years ended December 31,
2019 and 2018 and through October 20, 2020, the Company did not consult with SG on the application of accounting principles to
a specified transaction, either completed or proposed, or consult with SG for the type of audit opinion that might be rendered
on the Company’s consolidated financial statements, where a written report or oral advice was provided that SG concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue. In addition, the Company did not consult with SG on the subject of any disagreement, as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions or on any “reportable events” as identified under Item 304(a)(1)(v)
of Regulation S-K.