Item 4.01 Changes in Registrant’s Certifying Accountant.
On February 5, 2018, the
Board of Directors of TheMaven, Inc., a Delaware corporation (the “
Company
” and “
TheMaven
”)
dismissed Gumbiner Savett Inc. (“
Gumbiner
”) as its independent registered public accounting firm.
Gumbiner's report on the Company’s
financial statements for the fiscal period from July 22,2016 (“Inception”) and ending on December 31, 2016 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope, or accounting principle,
except that Gumbiner’s report contained an explanatory paragraph stating that there was substantial doubt as to the Company’s
ability to continue as a going concern. During the fiscal period from Inception and ending on December 31, 2016, and during the
subsequent interim period through February 5, 2018, the date of Gumbiner 's dismissal, we had no disagreements (as defined in
Item 304 of Regulation S-K) with Gumbiner on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to Gumbiner's satisfaction, would have caused it to make
reference to the subject matter of the disagreements in connection with any opinion to the subject matter of the disagreement.
Furthermore, during the period of Gumbiner’s retention, there were no reportable events of the type described in Item 304(a)(1)(v)
of Regulation S-K, except with respect to the material weaknesses in the Company’s internal control over financial reporting
as discussed below.
The following material weaknesses were
identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements
as of December 31, 2016:
(1) the Company lacks a functioning audit
committee resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
(2) the Company has inadequate segregation of duties consistent with control objectives; (3) the Company engages independent consultants
for significant financial reporting activities and determinations, (4) the Company does not engage persons with substantive GAAP
experience or training and engages third party consultants for critical GAAP analysis and valuation assessments in the preparation
of its financial statements, and (5) the Company has ineffective controls over its period end financial disclosure and reporting
processes.
The Board of Directors has authorized
Gumbiner to respond fully to the inquiries of the successor accounting concerning the material weaknesses in the Company’s
internal control over financial reporting.
We have provided Gumbiner with a copy
of the disclosures made in this current report on Form 8-K (this “
Report
”) prior to the time this Report was
filed with the Securities and Exchange Commission (the “
SEC
”). We requested that Gumbiner furnish a letter
addressed to the SEC stating whether it agrees with our statements made in this Report. A copy of Gumbiner's letter dated February
5, 2018, is attached as Exhibit 16.1 hereto.
On February 5, 2018, our Board of Directors
engaged BDO USA, LLP (“
BDO
”), which is an independent registered public accounting firm registered with, and
governed by the rules of, the Public Company Accounting Oversight Board, as the Company’s independent registered public
accounting firm. During the period from Inception and ending on December 31, 2016, and through February 5, 2018, neither the Company
nor anyone on the Company’s behalf consulted BDO regarding either (i) the application of accounting principles to a specified
transaction regarding the Company, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was
the subject of a disagreement (as that term is 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).