SCPS Scopus BioPharma Inc

Item 4.01. Changes in Registrant’s Certifying Accountant.

On February 16, 2022, the Audit Committee of the Board of Directors of Scopus BioPharma Inc. (the “Company”) was informed by its independent registered public accounting firm, Citrin Cooperman & Company, LLP (“Citrin”), of Citrin’s decision to decline reappointment as the Company’s independent registered public accounting firm for the year ended December 31, 2021.

The principal accountant’s reports of Citrin on the consolidated financial statements of the Company as of and for the years ended December 31, 2020, and December 31, 2019, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports contained a paragraph indicating that there was substantial doubt about the ability of the Company to continue as a going concern.

During the years ended December 31, 2020 and December 31, 2019 and subsequent interim periods through February 16, 2022, there were no disagreements with Citrin on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which if not resolved to Citrin’s satisfaction would have caused Citrin to make reference thereto in connection with their reports on the consolidated financial statements for such years. During the years ended December 31, 2020, and December 31, 2019, and subsequent interim periods through February 16, 2022, there were no reportable events of the types described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Citrin with a copy of the foregoing disclosure and requested Citrin to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of the letter furnished by Citrin, dated February 18, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Audit Committee has begun the process of searching for a new registered independent public accounting firm and will file a Current Report on Form 8-K upon the engagement of a new firm. No assurance can be given as to when a new firm might be selected, including whether one will be engaged to enable the Company to file its audited consolidated financial statements for the year ended December 31, 2021 in a timely manner.