Item 4.01. Changes in Registrant's Certifying Accountant.

On October 21, 2020, BDO USA, LLP ("BDO"), the independent registered public accounting firm of RTW Retailwinds, Inc. (the "Company"), sent the Company's Board of Directors a letter notifying the Company that BDO was resigning as the Company's auditor. The Company's Board of Directors did not recommend or approve BDO's resignation.





    •   BDO's reports on the Company's consolidated financial statements as of and
        for the fiscal years ended February 1, 2020 and February 2, 2019 did not
        contain an adverse opinion or disclaimer of opinion and were not qualified
        or modified as to uncertainty, audit scope or accounting principles;




    •   During the Company's two most recent fiscal years ended February 1, 2020
        and February 2, 2019 and the subsequent interim period through October 21,
        2020, (i) there were no disagreements within the meaning of
        Item 304(a)(1)(iv) of Regulation S-K, between the Company and BDO on any
        matter of accounting principles or practices, financial statement
        disclosure, or auditing scope or procedure, any of which that, if not
        resolved to BDO's satisfaction, would have caused BDO to make reference to
        the subject matter of any such disagreement in connection with its reports
        for such years and interim period, and (ii) there were no reportable events
        within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided a copy of this Current Report on Form 8-K to BDO and requested that BDO furnish to the Company a letter addressed to the SEC stating whether it agrees with the Company's statements in this Current Report on Form 8-K and, if not, stating the respects in which it disagrees, to permit the Company to file the response letter with the SEC within the required timeframe. The letter furnished by BDO on October 22, 2020 is filed herewith as Exhibit 16.

The Company has not selected an independent registered public accounting firm to replace BDO.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:





Exhibit
Number       Description

  16           Letter dated October 22, 2020 from BDO USA, LLP to the Securities
             and Exchange Commission.




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