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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 24, 2026
Aspire-Lakewood
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41293 |
|
33-3467744 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
23150
Fashion Drive
Estero,
FL 33928
(Address
of Principal Executive Offices)
(908)
987-3002(Registrant’s Telephone Number)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
|
ASBP |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one share of common stock |
|
ASBPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
4.01 Changes in Registrant’s Certifying Accountant
| (a) |
Termination
of Previous Independent Registered Accounting Firm |
On
September 24, 2026 Turner Stone & Company, LLP (“Turner”) was dismissed by the Audit Committee of the Board of
Directors of Aspire-Lakewood Holdings, Inc. (the “Company”) as the Company’s independent registered public accounting
firm, effective as of that date. Turner’s report on the Company’s consolidated financial statements as of December 31, 2025
did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting
principles, other than that it included an explanatory paragraph regarding substantial doubt as to the Company’s ability to continue
as a going concern.
During
the year ended December 31, 2025 and the subsequent interim periods through September 24, 2026, there were no “disagreements”
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Turner 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 Turner would have caused Turner to make reference to the subject matter of the disagreements or reportable events
in connection with its reports on the financial statements for such years and interim periods.
During
the year ended December 31, 2025 and the subsequent interim periods through September 24, 2026, the Company disclosed material weaknesses
in its internal control over financial reporting. As disclosed in the Company’s Annual Report for the year ended December 31, 2025
on Form 10-K in Item 9A, the Company’s management concluded that as of December 31, 2025, the Company’s disclosure controls
and procedures were not effective due to material weaknesses identified in internal control over financial reporting, however, after
giving full consideration to the material weakness, management believes that the consolidated financial statements included in the Form
10-K were prepared in accordance with US generally accepted accounting principles.
There
have been no other “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided Turner with a copy of the disclosure it is making in this Current
Report on Form 8-K and requested that Turner furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission
stating whether Turner agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. Turner has informed
the Company that it does not disagree with the statements made in this Current Report on Form 8-K.
| (b) |
Appointment
of New Independent Registered Public Accounting Firm |
On
September 24, 2026, the Company’s Audit Committee approved the engagement of CBIZ CPAs P.C. (“CBIZ”) as the Company’s
new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately. During the year
ended December 31, 2025 and through the subsequent interim periods as of September 24, 2026, neither the Company, nor any party on behalf
of the Company, consulted with CBIZ regarding either (a) the application of accounting principles to a specified transaction, either
completed or proposed, or the audit opinion that might be rendered regarding the Company’s consolidated financial statements, and
no written report or oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in
deciding on any accounting, auditing or financial reporting issue, or (b) any matter subject of any “disagreement” (as such
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as such term
is defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Turner Stone & Company, LLP to the Securities and Exchange Commission, dated September 29, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
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.
| |
ASPIRE-LAKEWOOD
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
| |
|
|
| Date: September 29, 2026 |
|
|
