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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): June 8, 2026
BLUE
BIOFUELS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-54942 |
|
46-4944960 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
3710
Buckeye Street, Suite 120, Palm Beach Gardens, FL 33410
(Address
of principal executive offices)
(888)
607-3555
(Registrant’s
telephone number, including area code)
(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 (17CFR240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 |
|
BIOF |
|
OTCQB |
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) | Resignation
of Independent Registered Public Accounting Firm. |
On
June 3rd, 2026, we were notified that Assure CPA, LLC (“Assure CPA”), which served as the independent registered
public accounting firm of Blue Biofuels, Inc. (the “Company”), merged into Sadler, Gibb & Associates, LLC (“Sadler
Gibb”), pursuant to an asset purchase agreement. As a result of the transaction, Assure CPA ceased operations as a public accounting
firm and resigned as the Company’s independent registered public accounting firm.
The
resignation of Assure CPA and the engagement of Sadler Gibb described in paragraph (b) below were approved by the Audit Committee of
the Company’s Board of Directors on June 8, 2026.
Assure
CPA’s audit reports on the Company’s financial statements for the fiscal years ended 2024 and 2025 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles except
that each of Assure CPA’s reports contained an explanatory paragraph expressing substantial doubt about the Company’s ability
to continue as a going concern.
During
the fiscal years ended 2024 and 2025 and the subsequent interim period through June 3rd, 2026, there were (i) no disagreements
(within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure CPA on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure CPA’s
satisfaction, would have caused Assure CPA to make reference to the matter in its reports, and (ii) no “reportable events”
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Assure CPA with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure CPA furnish
a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein.
A copy of Assure CPA’s letter, dated June 8, 2026, is filed as Exhibit 16.1 hereto.
| (b) | Engagement
of New Independent Registered Public Accounting Firm. |
On
June 8, 2026 the Audit Committee approved the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent registered
public accounting firm for the fiscal year ending 2026.
During
the fiscal years ended 2024 and 2025 and the subsequent interim period through June 3rd, 2026, neither the Company nor anyone
on its behalf consulted with Sadler Gibb regarding (i) the application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written
report or oral advice was provided to the Company that Sadler Gibb concluded was an important factor considered by the Company in reaching
a decision as to any 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) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).
Item
9.01. Financial Statements and Exhibits.
16.1
— Letter from Assure CPA, LLC, dated June 8, 2026.
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.
| |
BLUE
BIOFUELS, INC. |
| |
|
|
| Date:
June 8, 2026 |
By: |
/s/
Anthony Santelli |
| |
|
Anthony
Santelli, |
| |
|
Chief
Financial Officer |
