RBSH Rebus Holdings Inc (CE)

Item 4.01 Changes in Registrant’s Certifying Accountant.

Resignation of Liggett & Webb P.A.

On October 10, 2022 (“Effective Date”), Liggett & Webb P.A. (“LW”), the independent registered public accounting firm to Rebus Holdings, Inc. (the “Company”), informed the Company of its decision to resign as its auditor effective as of the Effective Date. The Company’s board of directors accepted the resignation of LW and has begun the selection process to retain a new independent public accounting firm.

During the Company’s most recent two fiscal years and any subsequent interim period prior to the Effective Date, there were not any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure except for an explanatory paragraph in the report regarding substantial doubt about the Company’s ability to continue as a going concern as described below.

Going Concern

The report on the Company’s financial statements as of and for the years ended December 31, 2021 and 2020 contained explanatory paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has incurred losses since inception, has no revenues, and a working capital deficit and an accumulated deficit.

During the Company’s two most recent fiscal years ended December 30, 2021 and 2020, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided LW with a copy of the disclosures in this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission. A copy of LW’s letter, stating it agrees with the statements made in this report, is filed as Exhibit 16.1 to this Current Report on Form 8-K.