Basanite ends auditor engagement after PCAOB exit

Basanite, Inc. reported a change in its independent auditor after discovering that Hudgens CPA, PLLC had withdrawn from the PCAOB and ceased operations in late 2025 without prior notice to the company.

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Form Type

8-K

Rhea-AI Filing Summary

Basanite, Inc. reported a change in its independent auditor after discovering that Hudgens CPA, PLLC had withdrawn from the PCAOB and ceased operations in late 2025 without prior notice to the company. On June 2, 2026, the board terminated Hudgens as its Independent Registered Public Accounting Firm.

Hudgens’ audit reports on Basanite’s consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 were unqualified, with no adverse opinions, disclaimers, or modifications. The company states there were no disagreements or reportable events with Hudgens through June 2, 2026 and has asked the firm to confirm these statements in a letter to the SEC.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor termination date: June 2, 2026 Audit years covered: Fiscal years 2023 and 2024 Reportable disagreements: None reported

3 metrics

Auditor termination date June 2, 2026 Board ended Hudgens CPA, PLLC engagement

Audit years covered Fiscal years 2023 and 2024 Hudgens’ reports on consolidated financial statements

Reportable disagreements None reported Through June 2, 2026 under Item 304 of Regulation S-K

Key Terms

Independent Registered Public Accounting Firm, PCAOB, Item 304(a)(1)(iv) of Regulation S-K, reportable events

4 terms

Independent Registered Public Accounting Firm financial

"terminated the services of Hudgens CPA, PLLC, its Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

PCAOB regulatory

"discovered that Hudgens CPA, PLLC as of November 2025 and December 2025 has withdrawn from the PCAOB"

The PCAOB (Public Company Accounting Oversight Board) is an independent regulator that inspects and enforces rules for the auditors who check public companies’ financial statements. Think of it as a referee for accountants: it sets standards, reviews audit work, and can punish sloppy or dishonest audits. That matters to investors because trustworthy, well-audited financial reports reduce the risk of surprises and help people make better decisions about buying, holding, or selling stocks.

Item 304(a)(1)(iv) of Regulation S-K regulatory

"no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K"

reportable events regulatory

"there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Basanite (BASA) disclose about its independent auditor?

Basanite disclosed that its board terminated Hudgens CPA, PLLC as its Independent Registered Public Accounting Firm on June 2, 2026, after learning the firm had withdrawn from the PCAOB and ceased operations. The disclosure focuses on the auditor change and related regulatory requirements.

Why did Basanite end its engagement with Hudgens CPA, PLLC?

Basanite ended the engagement after discovering that Hudgens CPA, PLLC had withdrawn from the PCAOB and ceased operations in November and December 2025. The company indicates it had no communications with Hudgens since November 2025 and then formally terminated the firm on June 2, 2026.

Were there any disagreements between Basanite and Hudgens over accounting or auditing issues?

Basanite states there were no disagreements with Hudgens on accounting principles, financial statement disclosure, or audit scope during 2023, 2024, or through June 2, 2026. The company also reports no reportable events under Item 304(a)(1)(v) of Regulation S-K during that period.

How did Hudgens CPA’s reports on Basanite’s financial statements characterize the company’s results?

Hudgens CPA’s reports on Basanite’s consolidated financial statements for the years ended December 31, 2023 and 2024 did not include adverse opinions or disclaimers. They were not qualified or modified for uncertainty, audit scope, or accounting principles, according to Basanite’s disclosure.

What regulatory steps did Basanite take after terminating Hudgens CPA, PLLC?

Basanite provided Hudgens with a copy of its disclosure and requested a letter addressed to the SEC stating whether Hudgens agrees with the company’s statements. This step is part of the disclosure requirements for changes in a registrant’s certifying accountant under SEC rules.

Does Basanite’s 8-K mention a new independent auditor being appointed?

The disclosure focuses on terminating Hudgens CPA, PLLC and describing the absence of disagreements or reportable events. It does not in this text identify a successor auditor, concentrating instead on the circumstances of the change and required SEC communications.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:47 PM

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): June 5, 2026 (June 2, 2026)

Basanite, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53574	20-4959207
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

20 Thompson Road, Branford, CT 06405

(Address of principal executive offices) (Zip Code)

888-501-1176

(Registrant’s telephone number, including area code)

N/A

(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:

☐

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: None

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

Termination of Independent Registered Public Accounting Firm

Basanite, Inc . (the “Company”) since November of 2025 has not had any communications with Hudgens CPA, PLLC, its Independent Registered Public Accounting Firm. The Company has discovered that Hudgens CPA, PLLC as of November 2025 and December 2025 has withdrawn from the PCAOB and has failed to notify the Company of its withdrawal and ceasing operations. Accordingly, on June 2, 2026, the Company’s Board terminated the services of Hudgens CPA, PLLC.

Hudgens’ reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and December 31, 2023 and the subsequent interim period through June 2, 2026, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Hudgens CPA, PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Hudgens’ satisfaction, would have caused Hudgens CPA, PLLC to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Hudgens with a copy of the above disclosures and requested that Hudgens furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document

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: June 5, 2026	BASANITE, INC.

	By:	/s/ Ronald J. LoRicco, Sr.
		Name: Ronald J. LoRicco, Sr.
		Title: Acting CEO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents