Item 4.01 Changes in Registrant’s Certifying Accountant.

On November 13, 2019, the Audit Committee of Great Elm Capital Group, Inc.’s (“GEC”) Board of Directors dismissed Deloitte & Touche LLP (“Deloitte”) as GEC’s independent registered public accounting firm, effective November 15, 2019. The Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as GEC’s independent registered public accounting firm to perform independent audit services for the fiscal year ending June 30, 2020.  

Deloitte’s audit reports for the fiscal years ended June 30, 2019 and 2018 on GEC’s consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. In addition, at no point during the fiscal years ended June 30, 2019 and 2018 and the subsequent interim period through November 14, 2019 were there any “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between GEC and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

Deloitte’s audit reports on the effectiveness of GEC’s internal control over financial reporting as of June 30, 2019 and 2018 each expressed an adverse opinion on GEC’s internal control over financial reporting, which constituted the only “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) for GEC that occurred within the fiscal years ended June 30, 2019 and 2018 and the subsequent interim period through November 14, 2019. Material weaknesses with respect to GEC’s internal control over financial reporting were identified with respect to the achievement of the objectives of the control criteria, including with respect to control environment, risk assessment, control activities, information and communication and monitoring, which are described in Item 9A. Controls and Procedures in GEC’s Annual Report on Form 10-K for the fiscal years ended June 30, 2019 and June 30, 2018. The Audit Committee discussed these material weaknesses with Deloitte and GEC has authorized Deloitte to respond fully to the inquiries of Grant Thornton concerning these reportable events.

GEC provided Deloitte with a copy of the disclosure set forth in this Item 4.01 and requested that Deloitte furnish GEC with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made herein, each as required by the applicable rules of the SEC. A copy of such letter is attached hereto as Exhibit 16.1 to this report.

During the fiscal years ended June 30, 2019 and 2018 and the subsequent interim period through November 14, 2019, none of GEC or anyone on its behalf consulted Grant Thornton regarding either: