Item 4.01 Change in Registrant's Certifying Accountant.

On May 5, 2020, Manhattan Scientifics, Inc. (the "Company") approved the selection of Sadler, Gibb & Associates, LLC ("Sadler Gibb") as its independent registered public accounting firm replacing Prager Metis CPAs, LLC ("Prager").

(a) Resignation of Independent Registered Public Accounting Firm

On May 5, 2020, the Company dismissed Prager as the Company's independent registered public accounting firm. Prager was engaged by the Company on April 10, 2019, for the Company's fiscal year ended December 31, 2019. The reports of Prager on the financial statements of the Company as of and for the fiscal year ended December 31, 2019 and the subsequent interim period from December 31, 2019 through the date of this report, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The change was approved by the Company's Board of Directors.

During the Company's fiscal years ended December 31, 2019 and the subsequent interim period from December 31, 2019 through the date of this report: (i) there have been no disagreements with Prager 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 Prager, would have caused it to make reference to the subject matter of the disagreement in connection with its reports for such periods and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Prager with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements. A copy of the letter from Prager is attached hereto as Exhibit 16.

(b) Engagement of Independent Registered Public Accounting Firm

On May 5, 2020 (the "Engagement Date"), the Company engaged Sadler, Gibb & Associates, LLC ("Sadler Gibb") as its registered public accounting firm for the Company's fiscal year ended December 31, 2020. The decision to engage Sadler Gibb as the Company's independent public accounting firm was approved by the Company's Board of Directors

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Sadler Gibb regarding either:





    1.  The application of accounting principles to a specified transaction,
        either completed or proposed; or the type of audit opinion that might be
        rendered on the Company's financial statements, and either a written
        report was provided to the registrant or oral advice was provided that the
        new accountant concluded was an important factor considered by the
        registrant in reaching a decision as to the accounting, auditing or
        financial reporting issue; or




    2.  Any matter that was either the subject of a disagreement (as defined in
        paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related
        instructions thereto) or a reportable event (as described in paragraph
        (a)(1)(v) of Item 304 of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit
Number    Description

  16        Letter to the Securities and Exchange Commission from Prager Metis
          CPAs, LLC.





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