Item 4.01 Changes in Registrant's Certifying Accountant.
The audit committee of the Board of Directors (the "Committee") of iAnthus
Capital Holdings, Inc. (the "Company") conducted a competitive selection process
to determine the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2023. As a result of this process, the Committee
approved the appointment of PKF O'Connor Davies, LLP ("PKFOD") as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2023. Marcum LLP ("Marcum") was terminated effective as of March
30, 2023.
Marcum reported on the Company's consolidated financial statements for the
fiscal years ended December 31, 2022 and 2021.
During the Company's two most recent fiscal years before the termination of
Marcum as independent registered accountants, the reports on the Company's
consolidated financial statements by Marcum for both years did not contain any
adverse opinion or disclaimer of opinion, nor was either report qualified or
modified as to uncertainty, audit scope, or accounting principles, except for an
explanatory paragraph as to the Company's ability to continue as a going
concern.
During the two most recent fiscal years ended December 31, 2022 and the
subsequent interim periods through March 30, 2023, pursuant to Item
304(a)(1)(iv) of Regulation S-K, there was no disagreement between the Company
and Marcum on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Marcum, would have caused Marcum to make
reference to the subject matter of the disagreement in connection with its
report issued in connection with its audit of the Company's financial statement
for those years. Furthermore, except for the identification of the material
weaknesses described in the Company's Annual Form 10-K for the years ended
December 31, 2022 and 2021 as filed with the U.S. Securities and Exchange
Commission on March 30, 2023 and March 18, 2022, respectively, there were no
reportable events (as described under Item 304(a)(1)(v)(A)-(D) of Regulation
S-K) for the Company within the last two fiscal years nor subsequently up to the
date of the termination of Marcum.
The Company has provided a copy of the foregoing disclosures to Marcum and
requested Marcum to provide it with a letter indicating whether or not it agrees
with such disclosures. A copy of the letter, dated April 3, 2023 is attached
hereto as Exhibit 16.1.
During the two most recent fiscal years and the subsequent period through the
appointment of PKFOD, the Company did not consult with PKFOD regarding any of
the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 8.01 Other Events.
On April 5, 2023, the Company issued a press release announcing the termination
of Marcum and the appointment of PKFOD as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2023. A copy of
the press release is attached hereto as Exhibit 99.1, and the information
contained therein is incorporated by reference into this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter from Marcum LLP
99.1 Press release dated April 5, 2023
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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