acquisition offer, litigation settlement and related costs, net, loss extinguishment of debt, other debt refinancing costs, gain on sale of property and other assets, and inventory purchase accounting adjustments) and

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

financial measures, including Adjusted EBITDA (which excludes interest expense, income tax expense (benefit), depreciation, amortization, stock-based compensation expense, restructuring charges, professional fees related to unsolicited

While preparing the first quarter 2026 consolidated financial statements of Ducommun Incorporated (the “Company” or “Ducommun”), management identified an error in the Company’s historical consolidated financial statements relating to the timing of stock-based compensation expense recognition (the “Error”).

The Audit Committee and the Board, along with management, discussed with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, the matters disclosed in this filing pursuant to this Item 4.02.

nature and did not impact the Company’s net revenues, gross margin or net cash provided by (used in) operating activities during the Affected Periods (as defined below). Due to the identification of this Error, on May 1, 2026, management concluded that the following previously issued financial statements of the Company (and related earnings releases, press releases, shareholder communications, investor presentations or other materials describing relevant portions of such financial statements) should no longer be relied upon:

Due to the identification of this Error, on May 1, 2026, management concluded that the following previously issued financial statements of the Company (and related earnings releases, press releases, shareholder communications, investor presentations or other materials describing relevant portions of such financial statements) should no longer be relied upon: • the audited consolidated financial statements (the “Previously Issued Annual Financial Statements”) as of and for the fiscal years ended December 31, 2024 and December 31, 2025 contained within the 2025 Annual Report on Form 10-K (and the associated audit report of the Company’s independent registered public accounting firm) (collectively, the “Annual Periods”); and

All material restatement information will be included in the Amended Annual Report (together with the restated financial information for the Affected Periods, the “Restatement”).


The officers of the Company discussed the matters disclosed in this Current Report on Form 8-K with CBIZ CPAs P.C., the Company’s independent registered public accounting firm.

Item 4.02 section does not identify paragraph (a) or (b) trigger facts

On April 24, 2026, the Audit Committee (the “Committee”) of the Board of Directors of La Rosa Holdings Corp. (the “Company”), in connection with the preparation of the Company’s and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025, concluded that corrections are required to revenues and cost of revenue recognition in its previously issued consolidated

No explicit non-reliance target found in Item 4.02

does not intend to file separate amended reports for the Annual Period and Interim Periods.


Company’s CEO and member of the Board, Calvin Pang, the Company’s CFO and member of the Board, and Lauren Morrison, member of the Board and Chair of the Audit Committee, have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, TAAD, LLP.

May 1, 2026, the Board of Directors (the “ Board ”) of Clean Energy Technologies, Inc. (the “ Company ”) concluded that between January 1, 2022, and September 30, 2025, the Company’s accounting with respect to the historical classification, valuation, and collectability assessment of certain long-term receivables and contract assets, as well as the timing of revenue recognition and related interest income under U.S. GAAP, was incorrect. As a result, the Company’s financial statements for all of the fiscal periods between January 1, 2022, and September 30, 2025 (the “ Impacted Periods ”) should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results during the Impacted Periods should no longer be relied upon.

On May 1, 2026, the Board of Directors (the “ Board ”) of Clean Energy Technologies, Inc. (the “ Company ”) concluded that between January 1, 2022, and September 30, 2025, the

A non-reliance target is explicit but no restatement status is stated


No accounting-error topic is explicitly supported

Management and the Audit Committee have discussed the matters described in this Item 4.02 with the Company’s independent registered public accounting firm, Ernst & Young LLP.

On May 11, 2026, the Audit Committee of the Board of Directors of Hub Group, Inc. (the “Company”), following discussion with and upon the recommendation of management, concluded that the previously issued audited consolidated financial statements of the Company as of and for each of the years ended December 31, 2024 (the “2024 Financial Statements”) and 2023 (the “2023 Financial Statements”) included in the Company’s Annual Reports on Form 10-K filed on February 25, 2025 and February 27, 2024, respectively, were in each case materially misstated and should no longer be relied upon. Any previously furnished or filed reports, earnings releases, investor presentations or similar communications of the Company describing the 2024 Financial Statements or the 2023 Financial Statements (or any portion thereof) should no longer be relied upon.


upon because of non-cash technical errors in the Company’s accounting relating to certain share-settled warrants of the

No explicit statement about discussion with the independent accountant

March 31, 2026, on May 15, 2026, the audit committee of the board of directors of the Company (the “Audit Committee”) was made aware of and, after discussion with senior management of the Company, concluded that the Company’s

the Company does not intend to file separate amended reports for such periods.


As a result, the Company’s digital assets were overstated, while net loss and general

On May 18, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of CleanCore Solutions, Inc. (the “Company”), after discussion with management, and after consultation with the Company’s independent registered public accounting firm, TAAD, LLP (“TAAD”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the “Q3 2026 10-Q”), should no longer be relied upon and should be restated.


The Company’s management discussed the matters disclosed in this Current Report on Form 8-K with Barton CPA PLLC, the Company’s independent registered public accounting firm, prior to making the conclusions described above.

Item 4.02(a)

On May 5, 2026, the management of BestGofer, Inc. (the “Company”), in connection with the determination of a material non-cash impairment charge for the goodwill associated with the Company’s wholly-owned subsidiary, Liberty Home Inspection Services LLC (“LHIS”), concluded that the Company’s previously issued unaudited interim financial statements for the three months ended February 28, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2026 in the Company’s Quarterly Report on Form 10-Q (SEC Accession No.

(the “Company”), in connection with the determination of a material non-cash impairment charge for the goodwill associated with the Company’s wholly-owned subsidiary, Liberty Home Inspection Services LLC (“LHIS”), concluded that the Company’s previously issued unaudited interim financial statements for the three months ended February 28, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2026 in the Company’s Quarterly Report on Form 10-Q (SEC Accession No. 0001722556-26-000016) (the “Original Form 10-Q”), should no longer be relied upon.


be relied upon and should be restated because of accounting errors relating to revenue recognition.

inventory was understated by $233 thousand.

The Company intends to file an amendment to the Previous Filing as soon as reasonably practicable. The Audit Committee and the Company’s management have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Baker Tilly US, LLP.

On May 21, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of NeuroOne Medical Technologies Corporation (the “Company”), after discussion with management, determined that the Company’s previously issued interim financial statements included in the Company’s Quarterly


(a) On May 15, 2026, the Company identified certain errors in

The Company intends to file both financial reports as soon as practical. The Company’s Board of Directors and senior management has discussed this matter with the Company’s independent registered public accounting firm, CM3 Advisory.

No explicit conclusion or accountant-notice date found

The restatement amounts are subject to completion of CM3Advisory review.


Additionally, with respect to March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q and the September 30, 2025 Form 10-Q, the Company made errors in the timing of revenue recognition associated with a service contract that did not meet the criteria for revenue recognition and misclassified prepaid fees to the OTC Markes Group, Inc.

As a result of the above, the financial statements filed with the March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q, and the September 30, 2025 Form 10-Q should no longer be relied upon insofar as they relate to the $9,840 of legal expenses accrued between May 21, 2024 and September 23, 2025.

Item 4.02(a).

An authorized officer of the Company communicated with Gillespie & Associates regarding the matters disclosed in the filing pursuant to this Item 4.02(b).


The matters described herein do not involve allegations of fraud, cash irregularities, revenue recognition issues, customer-related matters, or operational

Management discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm.

On May 25, 2026, following discussions with the Staff of the Securities and Exchange Commission and further evaluation of the applicable accounting guidance relating to the Company’s acquisition of Peeples Inc. and related assets, management of the Company concluded that the accounting treatment previously applied should be revised from a business combination framework to an asset acquisition framework under ASC 805-50. As a result of the revised accounting framework, related valuation methodology, allocation procedures, and associated presentation changes, which resulted in materially different accounting and valuation conclusions, management determined that certain previously issued financial statements contained in the Company’s previously filed Annual Report on Form 10 for the fiscal year ended December 31, 2025, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, should no longer be relied upon.

The Company has filed, or intends to file, amended reports for the period ended December 31, 2025, and March 31, 2026, containing restated financial statements and expanded disclosures reflecting the revised accounting treatment and related adjustments.


The conclusion was based on the identification of an error in the calculation of basic and diluted weighted‑average number of common shares outstanding used to compute basic and diluted earnings per share (“EPS”).

Management is implementing remedial measures, including enhanced review procedures and controls over spreadsheet completeness and formula integrity. The Audit Committee has discussed the matters disclosed in this Form 8-K with Grant Thornton LLP, the Company’s independent registered public accounting firm.

Item 4.02(a).

On May 29, 2026 the Audit Committee of the Board of Directors (the “Audit Committee”) of U.S. Global Investors, Inc. (the “Company”), in consultation with management, concluded that the Company’s previously issued consolidated financial statements as of and for the three and nine months ended March 31, 2026 included in the Company’s Quarterly Report on Form 10‑Q filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 (the “Original Form 10‑Q”) should no longer be relied upon.

The Company intends to file an amendment to the Original Form 10‑Q (a “Form 10‑Q/A”) to restate the affected financial statements and related disclosures for the quarter ended March 31, 2026.


The errors identified during the internal review were

Company’s management and audit committee have discussed the matters described herein with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

On June 1, 2026, the audit committee of the Company, after considering the recommendations of management, concluded that the Company’s


The Prior Filings should no longer be relied upon because of errors identified in such financial statements,

The Company’s management and the Chair of the Company’s Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, GGF CPA LTD.

On June 1, 2026, Gulf Resources (the “Company”), following the Company’s ongoing dialogue with the staff of the United States Securities and Exchange Commission, concluded that the Company will amend its fiscal year 2024 Form 10-K (the “FY2024 Form 10-K”) and Form 10-Qs for

the identification of the above mentioned restatement, the Company delayed the completion of its fiscal year 2025 Form 10-K and Quarterly


(a)

On June 3, 2026, the Board of Directors (the “Board”) of FDCTech, Inc. (the “Company”), after consultation with management and LAO Professionals (“LAO”), the Company’s current independent registered public accounting firm, and having completed its evaluation of the nature and magnitude of the errors described below, concluded that the following previously issued

financial statements of the Company should no longer be relied upon: (i) the audited consolidated financial statements as of and for

restatement of the quarterly period ended June 30, 2025 reflects adjustments consistent in nature with those described above.


of errors in those financial statements.

The Company’s management and Audit Committee have discussed the foregoing matters disclosed in this Item 4.02 with CBIZ CPAs, the Company’s current independent registered public accounting firm.

On June 9, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors of Richtech Robotics Inc., a Nevada corporation (the “ Company ”), in consultation with the Company’s management, concluded that

accounting for certain restricted stock awards issued in December 2025, included in the financial statements for the Prior Periods. Additionally, the Company’s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate

The need for the Restatement was discovered during the course of the review of the Company’s financial statements for the quarter ended March 31, 2026 undertaken


The conclusion was based on the identification of an error in the calculation of the weighted-average number of shares outstanding used in determining basic and diluted earnings per share (“EPS”).

Management, along with the Audit Committee, has discussed the matters disclosed in this Form 8-K with Sadler, Gibb & Associates, LLC the Company’s independent registered public accounting firm.

On June 11, 2026, the management of CEA Industries Inc. (the “Company”), with the concurrence of the Audit Committee of the Board of Directors, concluded that the previously issued condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the (i) three months ended October 31, 2025, the period from June 7, 2025 through October 31, 2025 (the “Second Quarter Successor” period) and the period from May 1, 2025 through June 6, 2025 (the “Predecessor” period), originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2025 (the “Second Quarter Form 10-Q”) and (ii) three months ended January 31, 2026 and the period from June 7, 2025 through January 31, 2026 (the “Third Quarter Successor” period) and the Predecessor period, originally filed with the SEC on March 16, 2026 (the “Third Quarter Form 10-Q” and together with the Second Quarter 10-Q, the “Quarterly Reports on Form 10-Q”) should no longer be relied upon.

The Company intends to file amendments to the Quarterly Reports on Form 10-Q to restate the affected financial statements and related disclosures for the three months ended October 31, 2025, the Second Quarter Successor period, the second quarter Predecessor period, the three months ended January 31, 2026, the Third Quarter Successor period and the third quarter Predecessor period.


During the preparation of the Company’s consolidated financial statements as of and for the year ended April 30, 2026, the Company identified an error in the calculation of the carrying value used in the goodwill impairment analysis of the Space reporting unit for the Affected Period.

Provision for income taxes

The Company’s management and the Audit Committee have discussed the matters described in this Report with Deloitte & Touche LLP, the Company’s independent registered public accounting firm.

On June 17, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of AeroVironment, Inc., a Delaware corporation (the “Company”) determined, after discussion with management, that the previously issued unaudited condensed consolidated financial statements filed in its Quarterly Report on Form 10-Q for the three and nine months ended January 31, 2026 (the “Affected Period”), initially filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026 (the “Original Form 10-Q”), require restatement and should no longer be relied upon until such financial statements are restated.


As a result of correcting these errors, the Company

The Company does not have a separate audit committee. The Company’s Board of Directors has discussed the matters disclosed in this Item 4.02(a) with the Company’s independent registered public accounting firm, Michael Gillespie & Associates, PLLC.

(a) On May 30, 2026, the management of Redox International Group, Corp. (formerly Intorio, Corp.) (the “Company”), together with the Board of Directors of the Company, concluded that

expects the restatement to affect, for one or more of the Affected Periods, the following: shares of common stock issued and outstanding;


the application of ASC 730, Research and Development, ASC 350, Intangibles - Goodwill and Other, ASC 820, Fair Value Measurement, and

accounting treatment, conducting the required re-audits and analyses, and preparing and refiling the Affected Financial Statements and

On June 23, 2026, the Board of Directors (the "Board") of CS Diagnostics Corp. (the "Company"), after reviewing the findings of management and considering information presented regarding the Company's historical accounting, financial reporting, audit history, and disclosure controls, determined that the Company's previously issued financial statements for the fiscal years ended December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, and any interim financial statements or other financial information included in filings or reports for periods affected by the matters described below (collectively, the "Affected Financial Statements"), should no longer be relied upon.

the Affected Financial Statements and determining the nature and extent of any required amendments, re-audits, restatements or enhanced disclosures.


Based on this determination, Beckles recommended that the Company undertake a re-audit of its financial

June 24, 2026, the Audit Committee of the Board of Directors (the “Board”) of The Crypto Company, Inc. (the “Company”), in consultation with the Board, management, and the Company’s independent registered public accounting firm, Beckles & Co. (“Beckles”), concluded that the Company’s previously issued audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2025 (the “Original Filing”), should no longer be relied upon.

On June 24, 2026, the Audit Committee of the Board of Directors (the “Board”) of The Crypto Company, Inc. (the “Company”), in consultation with the Board, management, and the Company’s independent registered public accounting firm, Beckles & Co. (“Beckles”), concluded that the Company’s previously issued audited financial statements for the fiscal year ended


The Company has evaluated the impact of the errors described above on

ee discussed with Marcum Asia CPAs LLP (“

The Audit Committee (the “ Audit Committee ”) of the Board of Directors of Senmiao Technology Limited (the “ Company ”), after discussion with the Company’s management, concluded that the Company’s previously issued unaudited condensed financial statements contained in the Company’s Quarterly Report (“ 2026 Quarterly Report ”) on Form 10-Q for the period ended December 31, 2025 (the “ Non-Reliance Period ”), originally filed on February 13, 2026, should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company’s unaudited condensed financial statements for the Non-Reliance Period should no longer be relied upon.

The restatement is expected to have an impact on the unaudited condensed financial statements for the Non-Reliance


with the Q-3 FS, the 2024 Audit and the Q-1 FS the “Original Financial Statements”), contain certain errors and misstatements

The Company’s remediation plan with respect to the such material weakness will be described in more detail in the Company’s Annual Report on Form 10-K for year ended December 31, 2025, which the Company plans to file as promptly as possible. The Company’s management and the Audit Committee have discussed with CBIZ CPAs P.C., the Company’s independent registered public accounting firm, the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.

Once management determines the specific revisions and modifications that are required to be made to the Original Financial Statements, the Company will then proceed to restate the Original Financial Statements. The Board also concluded (i) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 as filed with the U.S. Securities and Exchange Commission the (“SEC”) on January 28, 2025 (the “Q-3 Form 10-Q”); (ii) the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 9, 2025 (the “2024 Form 10-K”); (iii) the Company’s Quarterly Report for three months ended March 31, 2025 on Form 10-Q as filed with the SEC on May 15, 2025 (“Q-1 Form 10-Q”); and (iv) the Company’s Quarterly Report for three and six months ended June 30, 2025 on Form 10-Q as filed with the SEC on August 22, 2025 (“Q-2 Form 10-Q” and collectively with the Q-3 Form 10-Q, the 2024 Form 10-K and the Q-1 Form 10-Q the “Original Periodic Reports”), should no longer be relied upon due to certain errors and misstatements contained in the Original Financial Statements. Additionally, any reports, related earnings releases, investor presentations or similar communications of the Company’s that contain the Original Financial Statements should no longer be relied upon due to certain errors and misstatements contained in the Original Financial Statements.

the restatement for the Q-3 FS will include, but is not limited to, adjustments related to the following: (i) earnings per share, (ii)


During this process, management also identified $2.8 million of deferred origination costs and $2.1 million of accrued interest as of March 31, 2026, related to loans which had defaulted or placed into non-accrual status in prior periods, which resulted in a material understatement of provision expense and overstatement of net interest income during the effected quarterly periods in which the errors accumulated in 2024, 2025, and the first quarter of 2026.

the identification of material weaknesses in the Company’s internal control over financial reporting. If such weaknesses are identified, they will also be disclosed in the amended filings. Management and the Audit Committee have discussed the matters disclosed herein with Forvis Mazars, LLP, the Company’s independent registered public accounting firm.

Specifically, the previously reported: (i) 2024 net income of $12.6 million will be restated to a net income of $11.4 million; (ii) 2025 net loss of $22.9 million will be restated to a net loss of $24.2 million; and (iii) first quarter 2026 net loss of $5.7 million will be restated to a net loss of $5.9 million.


year-end audit, the Company identified errors in the accounting for defaults on certain loans payable that were not accounted for in the

108, the Company concluded that these errors were material to the previously issued interim financial statements and require restatement. As a result of the foregoing, the Company has determined that the previously issued unaudited condensed consolidated financial statements contained in each of the Affected Filings — including the condensed consolidated balance sheets, statements of operations, statements of shareholders' equity (deficit), and statements of cash flows — together with any related press releases, earnings releases, and investor communications describing those periods, should no longer be relied upon.

Financial Statements or a Related Audit Report or Completed Interim Review. On July 9, 2026, following discussions with management of High Wire Networks, Inc. (the " Company "), the Company's independent registered public accounting firm, Sadler, Gibb & Associates, LLC (the " Auditor "), advised management that the Company's previously issued financial statements identified below should no longer be relied upon.