Item
4.01 Changes in Registrant’s Certifying Accountant.
Dismissal
of Independent Registered Public Accounting Firm
On
May 2, 2023, the Audit Committee of the board of directors (the “Audit Committee”) of SRAX, Inc. (the “Company”)
approved the dismissal of Marcum LLP (“Marcum”) as independent registered public
accounting firm of the Company effective immediately. As previously reported, Marcum was engaged as the Company’s independent registered
public accounting firm on October 27, 2022.
Marcum
did not issue an audit report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2022 or
any interim period.
For
the year ended December 31, 2022, and through the date of this Current Report on Form 8-K, the Company had (i) no “disagreements”
(as described in Item 304(a)(1)(iv) of Regulation S-K) 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 it
to make reference to the subject matter of such disagreements in any of its future audit reports; and (ii) no “reportable events”
(as described in Item 304(a)(1)(v) of Regulation S-K), except that Marcum concurred with the Company’s
assessment of material weaknesses related to the Company’s internal control over financial reporting.
Prior
to the date hereof, Marcum advised the Audit Committee and the Company’s management of certain material weaknesses related to the
Company’s internal control over financial reporting, which
constitute a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K). Accordingly, the Company reported such
material weaknesses in its internal control over financial reporting in Management’s Report on Internal Control Over Financial
Reporting, as set forth in Part I, Item 4 “Controls and Procedures” of the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2022. The Company has authorized Marcum to respond fully to any inquiries that the Company’s new
independent registered public accounting firm, TAAD LLP (“TAAD”), which engagement is more fully described below, may have
concerning the subject matter of such reportable event.
The
Company has provided Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Marcum
furnish the Company a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements.
A copy of Marcum’s letter, dated May 5, 2023 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagement
of New Independent Registered Public Accounting Firm
On
May 2, 2023, the Audit Committee approved the engagement of TAAD as its independent registered public accounting firm for the fiscal
year ended December 31, 2022.
During
the two most recent years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January 1, 2023
through May 2, 2023, neither the Company, nor anyone acting on its behalf, consulted with TAAD on (i) any matters regarding the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company
that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).