Item
4.01
Changes in Registrant’s Certifying Accountant.
(a) On May 31, 2019, the Audit Committee of the Board of Directors, or the Audit Committee, of Adynxx, Inc. confirmed the resignation of Marcum LLP as our independent registered public accounting firm, effective as of May 29, 2019.
On May 3, 2019, privately-held Adynxx, Inc. completed a business combination with publicly-traded “Alliqua BioMedical, Inc.”, or Alliqua, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated October 11, 2018, by and among Adynxx, Embark Merger Sub, Inc., or Merger Sub, and Alliqua, or the Merger Agreement, pursuant to which Merger Sub merged with and into Adynxx, with Adynxx surviving as a wholly-owned subsidiary of Alliqua, or the Merger. Following the Merger, Alliqua changed its name to Adynxx, Inc. Prior to the completion of the Merger, Marcum LLP served as the independent registered public accounting firm of Alliqua.
The reports of ☒Marcum LLP on Alliqua’s consolidated financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2018 and 2017, and the subsequent interim period through May 29, 2019 there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with ☒Marcum LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement if not resolved to the satisfaction of ☒Marcum LLP would have caused ☒Marcum LLP to make reference thereto in its reports on the consolidated financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
(b) On May 31, 2019 the Audit Committee approved the engagement of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2019.
Prior to the completion of the Merger, BDO USA, LLP served as the independent auditors of privately-held Adynxx.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through May 31, 2019 neither Alliqua, nor anyone on their behalf consulted with BDO USA, LLP, regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on Alliqua’s financial statements, and neither a written report nor oral advice was provided to Alliqua that BDO USA, LLP concluded was an important factor considered by Alliqua 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 described in Item 304(a)(1)(v) of Regulation S-K).
We have delivered a copy of this Current Report on Form 8-K to ☒Marcum LLP on May 29, 2019 and requested that a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made in response to this Item and, if not, stating the respects in which it does not agree. ☒Marcum LLP responded with a letter dated May 29, 2019, a copy of which is annexed hereto as Exhibit 16.1 stating that ☒Marcum LLP agrees with the statements set forth above