8-K: BioRegenx Appoints New Auditor and Announces Non-Reliance on Prior Financial Statements

BioRegenx has engaged a new independent auditor, Weinberg & Company, and declared that its previously issued financial statements for the quarter ended March 31, 2024, should no longer be relied upon.

Summary

• BioRegenx, Inc. has appointed Weinberg & Company, P.A. as its new independent auditor, effective June 10, 2024.
• This change follows a review of SEC guidance related to a Rule 102(e) order against the previous auditor, BF Borges CPA PC.
• Management has determined that the Quarterly Report on Form 10-Q and Form 10-Q/A for the period ended March 31, 2024, should not be relied upon due to the lack of auditor review prior to filing.
• The company is evaluating the potential impact of restatements on the previously issued financial statements and its internal controls.
• BioRegenx plans to file amended financial statements for the affected period on Form 10-Q/A as soon as reasonably practical.
• The company is currently unable to quantify the impact of any required corrections.

Sentiment

Score: 3

Explanation: The document indicates significant issues with financial reporting, including the need to restate previous statements and a change of auditors. This is a negative development that will likely impact investor confidence.

Positives

• The company has taken swift action to address the issues with the previous auditor.
• BioRegenx is committed to transparency by disclosing the non-reliance on previous financial statements.
• The company is working to rectify the situation by preparing amended financial statements.

Negatives

• The company's financial statements for the quarter ended March 31, 2024, are unreliable.
• There is a potential restatement of the financial statements for the quarter ended March 31, 2024.
• The company is unable to quantify the impact of the required corrections at this time.
• The lack of auditor review prior to filing the Quarterly Report is a significant internal control weakness.

Risks

• The restatement of financial statements could lead to a negative impact on investor confidence.
• The company may face scrutiny from regulators due to the non-reliance on previously issued financial statements.
• There is a risk of further delays in filing the amended financial statements.
• The company's internal controls over financial reporting may be deemed ineffective.

Future Outlook

The company will file its reviewed financial statements for the affected period on Form 10-Q/A as soon as reasonably practical.

Management Comments

• Management concluded that the Quarterly Report on Form 10-Q and Form 10-Q/A for the period ended March 31, 2024 should no longer be relied upon.
• Management is evaluating the impact of any potential restatements of the previously issued Form 10-Q/A for the period ended March 31, 2024.

Industry Context

The change in auditors and the restatement of financial statements are significant events that can impact investor confidence and are closely monitored by regulators. This situation highlights the importance of robust internal controls and compliance with accounting standards.

Comparison to Industry Standards

• The need to restate financial statements is not uncommon, but it is a serious matter that can raise concerns about a company's financial reporting practices.
• Companies like Enron and WorldCom have faced similar issues in the past, leading to significant consequences.
• The appointment of a new auditor is a standard practice when there are concerns about the previous auditor's independence or competence.
• Companies are expected to have robust internal controls over financial reporting to prevent such issues.

Stakeholder Impact

• Shareholders will be impacted by the non-reliance on previously issued financial statements and the potential restatement.
• Creditors may be concerned about the accuracy of the company's financial reporting.
• Employees may be affected by the uncertainty surrounding the company's financial situation.

Next Steps

• The company will evaluate the impact of potential restatements.
• The company will file amended financial statements on Form 10-Q/A as soon as reasonably practical.

Key Dates

Keywords

auditor, financial statements, restatement, non-reliance, internal controls, SEC, accounting, Weinberg & Company, BF Borges CPA PC