Klotho Neurosciences Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10010
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Item 4.01. Changes in Registrant’s Certifying accountant.
(a) On October 26, 2024, Registrant (the “Company”) terminated its engagement with Yusufali & Associates, LLC (“Yusufali & Associates”) as the Company’s independent registered public accounting firm. The Board of Directors of the Company recommended and approved the dismissal which was mandated by Yusufali & Associates being disqualified by the Public Company Accounting Oversight Board.
The reports of Yusufali & Associates’ regarding the Company’s financial statements as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of Yusufali & Associates, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.
For the years ended December 31, 2023 and 2022, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Yusufali & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Yusufali & Associates, would have caused them to make reference thereto in their report on the Company’s financial statements for such year ended December 31, 2023 and 2022. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Yusufali & Associates with its disclosures in this Current Report on Form 8-K and requested in writing that Yusufali & Associates furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Yusufali & Associates’ response will be filed in an amendment to this Form 8-K
(b) On October 28, 2024, the board of directors of the Company resolved to engage the independent registered public accounting firm BCRG Group (“BCRG”), as the Company’s new independent registered public accountants, which appointment BCRG has accepted.
During the two most recent fiscal years and the interim period preceding the engagement of BCRG, neither the Company, nor anyone acting on its behalf, consulted with BCRG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and BCRG did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
| Exhibits | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 31, 2024 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
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