Blue Biofuels changes independent auditor

Blue Biofuels, Inc. reported a change in its independent auditor following the merger of Assure CPA, LLC into Sadler, Gibb & Associates, LLC.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blue Biofuels, Inc. reported a change in its independent auditor following the merger of Assure CPA, LLC into Sadler, Gibb & Associates, LLC. As a result of this transaction, Assure CPA ceased public accounting operations and resigned as the company’s independent registered public accounting firm.

The Audit Committee approved both Assure CPA’s resignation and the engagement of Sadler Gibb as auditor for the fiscal year ending 2026. Assure CPA’s audit reports for 2024 and 2025 contained explanatory paragraphs expressing substantial doubt about Blue Biofuels’ ability to continue as a going concern, but showed no disagreements or reportable events, and Assure CPA provided a confirming letter to the SEC.

Insights

Auditor changes driven by firm merger, with no reported disputes.

Blue Biofuels is transitioning from Assure CPA to Sadler, Gibb & Associates because Assure merged into Sadler Gibb and ceased public audit operations. The Audit Committee approved both the resignation and new engagement, indicating this is an administrative response to the merger rather than a disputed termination.

The company notes Assure’s prior reports on 2024 and 2025 included going concern explanatory paragraphs and confirms there were no disagreements or reportable events under Regulation S-K. This suggests existing financial risk disclosures remain unchanged, while the core shift is auditor continuity under the new firm.

Assure supplied a letter dated June 8, 2026 agreeing with the company’s statements, which helps support transparency around the transition. Future periodic filings audited by Sadler Gibb will show whether the going concern language continues or changes, providing insight into Blue Biofuels’ financial condition over time.

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

Audited fiscal years by Assure CPA: 2024 and 2025 Merger notification date: June 3, 2026 Audit Committee approval date: June 8, 2026 +1 more

4 metrics

Audited fiscal years by Assure CPA 2024 and 2025 Years for which Assure CPA issued audit reports

Merger notification date June 3, 2026 Date Blue Biofuels was notified of Assure CPA’s merger

Audit Committee approval date June 8, 2026 Date Audit Committee approved resignation and new engagement

Exhibit 16.1 date June 8, 2026 Date of Assure CPA letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, going concern, reportable events, Regulation S-K, +1 more

5 terms

independent registered public accounting firm financial

"Assure CPA, LLC, which served as the independent registered public accounting firm of Blue Biofuels, Inc."

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.

going concern financial

"each of Assure CPA’s reports contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"there were (i) no disagreements ... and (ii) 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.

Regulation S-K regulatory

"within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Audit Committee financial

"The resignation of Assure CPA and the engagement of Sadler Gibb ... were approved by the Audit Committee of the Company’s Board of Directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

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

What auditor change did Blue Biofuels (BIOF) disclose in this 8-K?

Blue Biofuels disclosed that Assure CPA, LLC resigned as its independent registered public accounting firm after merging into Sadler, Gibb & Associates, LLC. The Audit Committee then approved engaging Sadler Gibb as the new auditor for the fiscal year ending 2026, maintaining continuity of audit coverage.

Why did Assure CPA resign as Blue Biofuels’ independent auditor?

Assure CPA resigned because it merged into Sadler, Gibb & Associates, LLC under an asset purchase agreement and ceased operations as a public accounting firm. Following this merger-driven change, Blue Biofuels’ Audit Committee formally accepted the resignation and appointed Sadler Gibb as the new independent auditor.

Did Assure CPA report any disagreements with Blue Biofuels (BIOF)?

Blue Biofuels states there were no disagreements with Assure CPA on accounting principles, financial statement disclosure, or audit procedures for 2024, 2025, or the interim period through June 3, 2026. The company also reports no reportable events under Item 304(a)(1)(v) of Regulation S-K during that time.

What did Blue Biofuels say about going concern language in Assure CPA’s reports?

Blue Biofuels notes that Assure CPA’s audit reports for the fiscal years ended 2024 and 2025 included explanatory paragraphs expressing substantial doubt about the company’s ability to continue as a going concern. Those paragraphs were included without any adverse opinion, disclaimer, or other qualification on accounting principles or audit scope.

Did Blue Biofuels consult Sadler Gibb on accounting issues before the engagement?

Blue Biofuels states that during 2024, 2025, and through June 3, 2026, it did not consult Sadler, Gibb & Associates on accounting principles, specific transactions, or the type of audit opinion. The company also reports no consultations regarding matters that would have been disagreements or reportable events under Regulation S-K.

What document did Assure CPA provide to support Blue Biofuels’ disclosure?

Assure CPA provided a letter dated June 8, 2026, addressed to the Securities and Exchange Commission, regarding Blue Biofuels’ statements about the auditor change. That letter is filed as Exhibit 16.1 and is intended to confirm whether Assure agrees with the company’s description of the circumstances.

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

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Accepted by SEC EDGAR 06/08/2026 - 09:54 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 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 3^rd, 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 3^rd, 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 3^rd, 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Blue Biofuels changes independent auditor

Rhea-AI Filing Summary

Positive

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