UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October~~November 1316, 2022 (~~October~~November 109, 2022)

Rebus Holdings, Inc.

(Exact name of registrant as specified in Charter)

000-55331

Delaware

0001421204 000-55331

20-0438951

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee
Identification No.)

Delaware		0001421204		20-0438951
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

2629 Townsgate Road, Suite 215

Westlake Village CA 91361

(Address of Principal Executive Offices)

818-661-6302

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

~~Resignation~~Appointment of ~~Liggett~~RBSM &LLP ~~Webb~~as PIndependent registered Public Accounting Firm.A.

On ~~October~~November 109, 2022 ~~(“Effective Date”)~~, ~~Liggett~~the &Audit ~~Webb~~Committee ~~P.A.~~of ~~(“LW”),~~ the ~~independent~~board ~~registered~~of ~~public~~directors ~~accounting firm~~of to Rebus Holdings, Inc. (~~the~~ “Company”), ~~informed~~engaged ~~the~~RBSM ~~Company~~LLP ~~of its decision to resign~~ (“RBSM”) as ~~its auditor effective as of~~ the ~~Effective Date. The~~ Company’s ~~board~~independent ofregistered ~~directors~~public ~~accepted~~accounting ~~the~~firm ~~resignation~~for ~~of LW and has begun~~ the ~~selection~~year ~~process~~ending toDecember ~~retain a~~31, ~~new independent public accounting firm~~2022.

During the ~~Company’s~~years ~~most~~ended ~~recent~~December ~~two~~31, ~~fiscal~~2021 ~~years~~and 2020 and ~~any~~the subsequent interim ~~period~~periods ~~prior~~through toNovember ~~the~~8, ~~Effective Date~~2022, ~~there~~neither ~~were~~the ~~not~~Company ~~any~~nor ~~disagreements~~anyone acting on ~~any~~its ~~matter~~behalf has consulted with RBSM with respect to (i) the application of accounting principles orto ~~practices~~a specified transaction, either ~~financial~~completed ~~statement~~or ~~disclosure~~proposed, or ~~auditing~~the ~~scope~~type orof ~~procedure~~audit ~~except~~opinion ~~for~~that anmight ~~explanatory paragraph~~be inrendered on the Company’s financial statements, and neither a written report ~~regarding~~nor ~~substantial~~oral ~~doubt~~advice ~~about~~was provided to the Company’s ~~ability~~that toRBSM ~~continue~~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 either the subject of a “disagreement” ~~going~~or ~~concern~~“reportable event” as ~~described~~those ~~below~~terms are defined in Item 304(a)(1) of Regulation S-K.

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.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
16.1		Letter to SEC from Liggett & Webb P.A. dated October 13, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~October~~November 1316, 2022

	Rebus Holdings, Inc.

	By:	/s/ Raul Silvestre
		Raul Silvestre Chief Executive Officer

INDEX OF EXHIBITS

Exhibit No.		Description
16.1		Letter to SEC from Liggett & Webb P.A. dated October 13, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

Filing Compare · Rebus Holdings, Inc.