8-K/A: BioRestorative Therapies Changes Auditors Amidst Investigation

BioRestorative Therapies, Inc. amends its prior 8-K filing to provide further details on the dismissal of its former auditor, CBIZ CPAs P.C., and the engagement of a new firm, Bush & Associates CPA, while an independent investigation into product line suspensions continues.

Summary

• This filing is an amendment to a previous Form 8-K, providing additional information regarding the change in BioRestorative Therapies, Inc.'s independent registered public accounting firm.
• The company dismissed CBIZ CPAs P.C. on August 28, 2026, with the decision approved by the Board of Directors on August 26, 2026, and ratified by the Audit Committee on September 1, 2026.
• CBIZ CPAs P.C. served as the auditor from April 16, 2025, to August 28, 2026.
• CBIZ's report for the fiscal year ended December 31, 2025, included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
• There were no disagreements on accounting principles or practices between the Company and CBIZ.
• CBIZ indicated a potential reportable event under Regulation S-K related to the suspension of biocosmeceutical product lines, pending further investigation.
• The Company has engaged Bush & Associates CPA as its new independent registered public accounting firm for the fiscal year ending December 31, 2026, and for audits of fiscal years 2025 and 2024.
• An independent investigator was hired by the audit committee on August 14, 2026, to examine circumstances surrounding the suspension of biocosmeceutical product lines; the investigation is ongoing.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the change in auditors and ongoing investigations, suggesting potential underlying issues.

Positives

• The company is proactively addressing potential issues by engaging an independent investigator and changing auditors.
• The new auditor, Bush & Associates CPA, was engaged to perform new audits for fiscal years 2025 and 2024, suggesting a commitment to financial clarity.
• CBIZ CPAs P.C. stated they did not identify any information that materially impacts the reliability of previously issued audit reports or financial statements.

Negatives

• The company dismissed its independent registered public accounting firm, CBIZ CPAs P.C.
• CBIZ's prior report included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
• CBIZ indicated a potential reportable event related to the suspension of biocosmeceutical product lines, which may impact the reliability of previously issued financial statements.
• An ongoing investigation by an independent investigator into the circumstances surrounding the suspension of product lines could uncover material information.

Risks

• The ongoing investigation into the suspension of biocosmeceutical product lines could reveal material issues impacting financial statements.
• The substantial doubt about the Company's ability to continue as a going concern, as noted by the previous auditor, remains a significant risk.
• The change in auditors may lead to increased scrutiny and potential adjustments to financial reporting.
• The suspension of biocosmeceutical product lines and related business review could negatively impact future revenue and operations.

Future Outlook

The company is awaiting the results of an ongoing business review, regulatory assessment, and audit committee examination related to the suspension of its biocosmeceutical product lines. The outcome of these reviews and the independent investigation will determine definitive conclusions regarding the impact on previously issued financial statements.

Management Comments

• The Company does not believe that the circumstances surrounding the product suspension will impact its previously issued financial statements, but will await the results of the ongoing business review and regulatory assessment and related audit committee examination prior to making a definitive conclusion on this matter.
• To date, the independent investigator has not uncovered any material information that has not previously been reported, but the investigation is ongoing and the Company will report any material results of the investigation promptly after they become available.

Industry Context

StockSavvy.ai notes that auditor changes, especially when coupled with ongoing investigations into product lines and prior going concern warnings, are often viewed with caution by the market. This situation is particularly sensitive in the biotechnology and therapeutics sector, where regulatory compliance and financial stability are paramount.

Corporate Governance

Stakeholder Impact

• Shareholders: May experience increased uncertainty and potential stock price volatility due to the auditor change, ongoing investigation, and prior going concern note.
• Creditors: May have concerns about the company's financial stability given the going concern note and product line suspension.
• Employees: May face uncertainty regarding job security if the company's financial situation deteriorates.
• Suppliers: May face concerns about timely payments due to potential financial instability.

Next Steps

• Await the results of the ongoing business review and regulatory assessment.
• Await the results of the related audit committee examination.
• Await the results of the independent investigator's examination.
• Report any material results of the investigation promptly after they become available.

Key Dates

Recommendation

The company is undergoing significant scrutiny with an auditor change and an ongoing investigation into product line issues. While the company states it does not believe previous financial statements are impacted, the prior going concern note and the nature of the investigation warrant a cautious 'hold' until more clarity emerges from the ongoing reviews.

Keywords

Auditor Change, Accounting Firm, SEC Filing, Investigation, Financial Statements, Going Concern, Product Suspension, Audit Committee