HILS Hillstream BioPharma Inc

Item 4.01 Changes in Registrant’s Certifying Accountant.

On June 14, 2023, Mayer Hoffman McCann P.C. (“MHM”), the independent registered public accounting firm of Hillstream BioPharma, Inc. (the “Company”), provided the Company notice of its resignation as the Company’s independent registered public accounting firm effective as of the earlier of: (i) the date the Company appoints a new independent registered public accounting firm; (ii) the date the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 is filed with the Securities and Exchange Commission (“SEC”); and (iii) August 19, 2023.

MHM audited the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021.

The audit reports of MHM on the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles except that MHM’s report on the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2022 contained an explanatory paragraph as to the Company’s ability to continue as a going concern. Furthermore, as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2023, which disclosure is incorporated herein by reference, the Company, after discussion with its audit committee concluded that its previously issued audited financial statements for the year ended December 31, 2022 and unaudited financial statements for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 should be restated and no longer be relied upon. Moreover, as further described in the Company’s periodic reports filed with the SEC, during the years ended December 31, 2022 and 2021, the Company has identified material weaknesses relating to (i) vendor invoices, (ii) lack of control(s) to review the completeness and accuracy of contracts with a financial reporting implication and the timely communication of the terms and conditions to the financial reporting function; (iii) lack of segregation of duties; and (iv) the Company lacking sufficient appropriate accounting and reporting knowledge to effectively perform review controls surrounding technical accounting matters.

During the Company’s fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 14, 2023 there were no disagreements between the Company and MHM 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 MHM would have caused MHM to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. Except as set forth herein, there were no reportable events (as described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K) during the Company’s fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through June 14, 2023.

The Company provided MHM with a copy of this Current Report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the SEC and requested that MHM furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from MHM is filed as Exhibit 16.1 hereto.

The Company is committed to continue conducting a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.