Item 4.01 Change in Registrant's Certifying
Accountant.
On July
15, 2021, WithumSmith+Brown, PC, an independent registered public
accounting firm (“Withum”), acquired certain assets
of OUM & Co. LLP (“OUM”), the independent registered
public accounting firm for VistaGen Therapeutics, Inc., a
Nevada corporation (the “Company”) (the
“Acquisition”).
As a result of this transaction, on July 15, 2021, OUM resigned as
the Company’s independent registered public accounting firm.
Concurrent with such resignation, the Company, with the approval of
its Audit Committee, consented to the engagement of Withum. Withum
is the Company’s new independent registered public accounting
firm, effective July 15, 2021.
Prior
to the Acquisition, the Company did not consult with Withum
regarding the application of accounting principles to any specific
completed or contemplated transaction or regarding the type of
audit opinion that might be rendered by Withum on the
Company’s financial statements, and Withum did not provide
any written or oral advice that was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue.
OUM’s Report
of Independent Registered Public Accounting Firm (the
“Audit Report”)
on the Company’s financial statements for the fiscal years
ended March 31, 2021 and 2020 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles, except
that the Audit Report for the year ended March 31, 2020 included in
the Company’s Annual Report on Form 10-K for the year ended
March 31, 2020 and filed with the Securities and Exchange
Commission (the “Commission”) contained an
explanatory paragraph disclosing uncertainty regarding the
Company's ability to continue as a going concern. The Audit
Report for the year ended March 31, 2021 contained no such
explanatory paragraph.
During
the years ended March 31, 2021 and 2020, and during the
interim period from the end of the most recently completed fiscal
year through July 15, 2021, the date of resignation, there were no
“disagreements” (as such
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304) with OUM 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 OUM would have caused it to make
reference to such disagreement in its reports. During the fiscal
years ended March 31, 2021 and March 31, 2020, and the subsequent
interim period through July 15, 2021, there have been no
“reportable events” (as such term is defined in Item
304 (a)(1)(v) of Regulation S-K), except for the material
weaknesses described in Item 9A of the Company's Annual Report
on Form 10-K for the fiscal year ended March 31,
2021.
The
Company provided OUM with a copy of this Current Report on Form 8-K
prior to its filing with the Commission and requested that OUM
furnish the Company with a letter addressed to the Commission
confirming that it agrees with the above statements. A copy of the
letter, dated July 21, 2021, is filed as Exhibit
16.1 (which is incorporated by reference herein) to this
Current Report on Form 8-K.