Hypha Labs (FUNI) hires Astra Audit, replaces Fruci after going concern note

Rhea-AI Filing Summary

Hypha Labs, Inc. reported that its board has changed the company’s independent auditor for the fiscal year ending September 30, 2026. The board approved the engagement of Astra Audit and Advisory, LLC and dismissed Fruci & Associates II, PLLC as the current auditor.

Fruci’s audit reports for the years ended September 30, 2024 and 2025 contained clean opinions but included explanatory paragraphs and footnotes raising substantial doubt about Hypha Labs’ ability to continue as a going concern. The company states there were no disagreements or reportable events with Fruci, has requested Fruci’s confirming letter to the SEC, and notes it did not consult with Astra on accounting or audit matters before this appointment.

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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): January 27, 2026

Hypha Labs, Inc.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Nevada		27-3601979		14-1598200
State or Other Jurisdiction of Incorporation of Organization)		(Commission File Number)		(IRS Employer Identification Number)

5940 S. Rainbow Blvd. Las Vegas, NV		89118
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 527-2060

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

The Board of Directors of Hypha Labs, Inc. (the “Company”) conducted a search to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2026.

On January 27, 2026, the Board approved: (i) the engagement of Astra Audit and Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2026; and (ii) the dismissal of Fruci & Associates II, PLLC (“Fruci”), the Company’s current independent registered public accounting firm.

Fruci’s reports on the Company’s financial statements for the fiscal years ended September 30, 2024 and 2025 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified to audit scope or accounting principles but did include explanatory paragraphs and footnotes questioning the Company’s ability to continue as a going concern. During the period of Fruci’s engagement as the Company’s independent registered public accounting firm, there were no disagreements as defined in Item 304 of Regulation S-K 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 Fruci would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. Furthermore, during the engagement of Fruci, there were no reportable events, as defined under Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that Fruci furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements contained in this Form 8-K. A copy of this letter is filed as Exhibit 16.1 to this report.

During the fiscal years ended September 30, 2024 and September 30, 2025 and the subsequent interim periods through December 31, 2025, neither the Company nor anyone on its behalf has consulted with Astra regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Astra concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any matter that was a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
16.1	Letter From Fruci & Associates II, PLLC
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.

	HYPHA LABS, INC.
Dated: January 30, 2026	/s/ A. Stone Douglas
	A. Stone Douglas
	Chief Executive Officer

FAQ

What auditor did Hypha Labs (FUNI) appoint for fiscal 2026?

Hypha Labs appointed Astra Audit and Advisory, LLC as its independent registered public accounting firm for the fiscal year ending September 30, 2026. The board approved this change after conducting a search for an auditor to oversee its upcoming annual financial statements.

Which audit firm did Hypha Labs (FUNI) dismiss and why is it notable?

Hypha Labs dismissed Fruci & Associates II, PLLC as its independent auditor. Fruci’s prior reports for 2024 and 2025 contained unqualified opinions but included explanatory paragraphs and footnotes questioning the company’s ability to continue as a going concern, highlighting financial sustainability concerns.

Did Hypha Labs (FUNI) report any disagreements with its former auditor?

Hypha Labs states there were no disagreements with Fruci & Associates II, PLLC on accounting principles, financial statement disclosure, or audit scope or procedures. It also reports there were no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K during Fruci’s engagement.

What going concern language did Hypha Labs’ former auditor include?

Fruci’s audit reports for fiscal years ended September 30, 2024 and 2025 included explanatory paragraphs and footnotes questioning Hypha Labs’ ability to continue as a going concern. This means the auditor highlighted substantial doubt about the company’s capacity to meet obligations over a reasonable future period.

Did Hypha Labs (FUNI) consult Astra before appointing it as auditor?

Hypha Labs reports that neither the company nor anyone on its behalf consulted Astra Audit and Advisory, LLC during 2024, 2025, or through December 31, 2025 on accounting principles, specific transactions, audit opinions, disagreements, or reportable events before Astra’s appointment as independent auditor.

What document did Hypha Labs request from its former auditor Fruci?

Hypha Labs requested that Fruci & Associates II, PLLC provide a letter to the SEC stating whether it agrees with the company’s disclosures about the auditor change. This confirmation letter is included as Exhibit 16.1 to the current report on Form 8-K.