Groovy Company rescinds prior governance report

Groovy Company, Inc. filed an amended current report to formally rescind and withdraw a prior report submitted on May 13, 2026.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Groovy Company, Inc. filed an amended current report to formally rescind and withdraw a prior report submitted on May 13, 2026. The Board determined that additional review is needed of the disclosures, exhibits, actions, and conclusions contained in that earlier report.

The company states that investors and other readers should not rely on any part of the prior report, including sections on its certifying accountant, officer and director matters, and corporate governance, until information is reaffirmed or replaced in future SEC filings. Groovy Company also reverts its principal executive office address to 12 Daniel Road, Fairfield, New Jersey 07004 while the Board conducts an ongoing internal review.

Positive

None.

Negative

Full withdrawal of prior governance and accounting disclosures: Groovy Company rescinds an earlier report addressing its certifying accountant, officer and director matters, and governance actions, and advises investors not to rely on that information pending an internal Board review.

Insights

Groovy Company withdraws a prior 8‑K, signaling material disclosure uncertainty.

Groovy Company, Inc. is retracting a previously filed report in full, including its exhibits, and instructing investors not to rely on earlier disclosures about its auditor, board and officer changes, and governance actions. This is a significant disclosure step, not routine cleanup.

The Board cites the need for further review of governance, accounting, and corporate actions before restating or reaffirming those items. That language indicates unresolved questions around earlier decisions and communications, creating uncertainty about prior information that investors may have considered reliable.

The company plans one or more subsequent reports after its internal review. Until those are filed, the main implication is elevated governance and disclosure risk, as key information about management, governance structure, and accounting relationships remains under reevaluation.

8-K Event Classification

5 items: 4.01, 5.02, 5.03, 8.01, 9.01

5 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Prior report filing date: May 13, 2026 Rescission decision date: May 27, 2026 Principal executive office address: 12 Daniel Road, Fairfield, NJ 07004

3 metrics

Prior report filing date May 13, 2026 Date of the rescinded earlier report

Rescission decision date May 27, 2026 Board determined to rescind prior report

Principal executive office address 12 Daniel Road, Fairfield, NJ 07004 Address to which headquarters reverts after rescission

Key Terms

certifying accountant, emerging growth company, corporate governance matters, internal review, +1 more

5 terms

certifying accountant financial

"CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. The Registrant hereby rescinds and withdraws all disclosures contained in Item 4.01"

emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

corporate governance matters financial

"The Registrant is further reviewing certain corporate governance matters, including prior corporate actions, amendments, filings, authorizations, and related records"

internal review financial

"Pending completion of an internal review by the Board of Directors, the Registrant has determined that the disclosures contained in Item 5.02"

compensatory arrangements financial

"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS."

FAQ

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

What did Groovy Company (GROO) announce in this amended report?

Groovy Company announced it has rescinded and withdrawn a prior report filed on May 13, 2026. The Board says additional review is needed, and investors should not rely on any part of the earlier report or its exhibits until future filings clarify matters.

Which disclosures did Groovy Company (GROO) say should no longer be relied upon?

The company states that no reliance should be placed on the prior report’s sections covering its certifying accountant, officer and director matters, amendments to governing documents, other events, and related exhibits, until those disclosures are reaffirmed, amended, or restated in future SEC filings.

Why is Groovy Company (GROO) withdrawing its earlier filing?

Groovy Company’s Board determined that additional review and evaluation are necessary regarding the disclosures, actions, and conclusions in the earlier report. The Board is conducting an internal review of governance, accounting, and related corporate matters before issuing any updated or replacement disclosures.

How does this amendment affect Groovy Company’s (GROO) executive office address?

As a consequence of rescinding the prior report, Groovy Company states that its principal executive office address reverts to 12 Daniel Road, Fairfield, New Jersey 07004, pending further Board review and any subsequent disclosures or corporate governance updates.

What future steps does Groovy Company (GROO) plan after this rescission?

The Board indicates it anticipates filing one or more subsequent current reports or other SEC filings once its ongoing review is complete. Those future filings are expected to reaffirm, amend, supersede, or restate the withdrawn disclosures from the earlier report.

Does Groovy Company’s (GROO) amendment address financial statements or exhibits?

Yes. The company states that all exhibits attached to or incorporated into the prior report are rescinded and withdrawn. It advises that these exhibits should no longer be relied upon while the Board and management continue their broader internal review of related matters.

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

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Accepted by SEC EDGAR 05/28/2026 - 11:05 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment #1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

GROOVY COMPANY, INC.

(Exact name of registrant as specified in its charter)

WYOMING

000-54938

27-0518586

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

12 Daniel Road

Fairfield, NJ 07004

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (973) 227-3230

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 (§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 4.01CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 4.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2026 (the “Prior Form 8-K”). Pending further review by the Board of Directors and management of the Registrant, the Registrant is reevaluating the disclosures, statements, representations, and actions described in Item 4.01 of the Prior Form 8-K. Accordingly, investors and other readers are advised not to rely upon the disclosures previously made under Item 4.01 of the Prior Form 8-K unless and until such disclosures are reaffirmed, amended, superseded, or replaced in a future filing with the Securities and Exchange Commission.

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 5.02 of the Prior Form 8-K, including, without limitation, disclosures relating to the appointment, removal, resignation, termination, authority, or status of any officers or directors of the Registrant described therein. Pending completion of an internal review by the Board of Directors, the Registrant has determined that the disclosures contained in Item 5.02 of the Prior Form 8-K should no longer be relied upon in any respect.

ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The Registrant hereby rescinds and withdraws all disclosures contained in Item 5.03 of the Prior Form 8-K. The Registrant further advises that, as a consequence of the rescission of the Prior Form 8-K and pending further Board review, the Registrant’s principal executive office address reverts to: 12 Daniel Road Fairfield, New Jersey 07004 The Registrant is further reviewing certain corporate governance matters, including prior corporate actions, amendments, filings, authorizations, and related records, and may file additional amendments, corrective disclosures, or subsequent reports with the Securities and Exchange Commission as appropriate.

ITEM 8.01OTHER EVENTS.

On May 27, 2026, the Board of Directors of the Registrant determined to rescind, withdraw, retract, and nullify in its entirety the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 13, 2026, including all exhibits attached thereto (the “Prior Form 8-K”). The Registrant has determined that additional review and evaluation are necessary with respect to the disclosures, statements, exhibits, actions, representations, corporate actions, governance matters, accounting matters, officer and director actions, and conclusions contained in or referenced by the Prior Form 8-K. Accordingly, the Registrant advises investors, shareholders, market participants, transfer agents, service providers, and all other readers that no reliance should be placed upon any portion of the Prior Form 8-K, including without limitation Items 4.01, 5.02, 5.03, 8.01, and 9.01 thereof, or any exhibits attached thereto, unless and until such information is subsequently reaffirmed, amended, superseded, or restated by the Registrant in a future filing with the Securities and Exchange Commission. The Board of Directors is conducting an ongoing review relating to the matters described in the Prior Form 8-K and anticipates filing one or more subsequent Current Reports on Form 8-K or other reports with the Securities and Exchange Commission, as appropriate, following completion of such review. This Current Report on Form 8-K is being filed solely to provide notice of the rescission and withdrawal of the Prior Form 8-K and should not be construed as affirming or adopting any statement, disclosure, determination, conclusion, exhibit, authorization, or characterization contained in the Prior Form 8-K.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

All exhibits attached to or incorporated by reference into the Prior Form 8-K are hereby rescinded, withdrawn, and should no longer be relied upon pending further review by the Registrant.

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.

Date: May 27, 2026	GROOVY COMPANY, INC.

	By: /s/ Berge Abajian
	Berge Abajian Chief Executive Officer

	By: /s/ Patrick Mokros
	Patrick Mokros Chief Operating Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Groovy Company rescinds prior governance report