Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On October 1, 2020, the Board of Directors (the "Board") of RenovaCare, Inc., a
Nevada corporation (the "Registrant" or the "Company"), dismissed Marcum LLP
("Marcum") as the Registrant's independent registered public accounting firm.
The reports of Marcum on the Registrant's consolidated financial statements for
the fiscal years ended December 31, 2019 and 2018 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2018 and 2019 and the subsequent
interim period through June 30, 2020, there have been no "disagreements" (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with
Marcum on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Marcum, would have caused Marcum to make reference
thereto in their reports on the consolidated financial statements for such
fiscal years. During the fiscal years ended December 31, 2018 and 2019 and any
subsequent interim period through June 30, 2020, there have been no "reportable
events" (as defined in Item 304(a)(1)(v) of Regulation S-K), except that the
Company's internal control over financial reporting was not effective due to the
existence of material weaknesses in the Company's internal control over
financial reporting.
The Registrant provided Marcum with a copy of the disclosure it is making herein
in response to Item 304(a) of Regulation S-K and requested that Marcum furnish
the Registrant with a copy of its letter addressed to the Securities and
Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether or not Marcum agrees with the statements related to them made by
the Registrant in this report. A copy of Marcum's letter to the SEC dated
October 1, 2020, is attached as Exhibit 16.1 to this report.
(b) Engagement of Independent Registered Public Accounting Firm
On October 1, 2020, the Registrant's Board of Directors, approved the
appointment of PKF O'Connor Davies, LLP as the Registrant's new independent
registered public accounting firm, effective immediately. During the fiscal
years ended December 31, 2019 and 2018 and any subsequent interim period through
June 30, 2020, neither the Registrant, nor anyone on its behalf, consulted PKF
regarding 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 financial statements of the Registrant, and no written
report or oral advice was provided to the Registrant by PKF that PKF concluded
was an important factor considered by the Registrant 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 that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
Number Description
16.1 Letter from Marcum, LLP to United States Securities and Exchange
Commission dated October 1, 2020
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