InnSuites changes auditor after attest unit sale

Q: Were there any disagreements between IHT and BCRG before the auditor change?

InnSuites Hospitality Trust states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events during the fiscal years ended January 31, 2026 and 2025 and the subsequent interim period.

Q: What exhibits accompany InnSuites Hospitality Trust’s 8-K about the auditor change?

The report includes Exhibit 16.1, a letter from BCRG dated July 9, 2026 addressed to the SEC, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

InnSuites Hospitality Trust reports a change in its independent registered public accounting firm.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

InnSuites Hospitality Trust reports a change in its independent registered public accounting firm. After Simon & Edward LLP ("S&E") acquired the attest business of BCRG Group ("BCRG") effective June 15, 2026, the Audit Committee on July 9, 2026 dismissed BCRG and approved S&E as the new auditor. BCRG’s reports on the consolidated financial statements for the fiscal years ended January 31, 2026 and 2025 contained an explanatory paragraph stating there was substantial doubt about the Trust’s ability to continue as a going concern. The Trust states there were no disagreements or reportable events with BCRG during those periods and that it did not consult S&E on accounting or audit matters before engagement. A confirming letter from BCRG dated July 9, 2026 is filed as Exhibit 16.1.

Positive

None.

Negative

Going-concern emphasis: Prior audit reports for fiscal years ended January 31, 2026 and 2025 included an explanatory paragraph citing substantial doubt about the Trust’s ability to continue as a going concern.

Insights

Auditor change follows business transfer; going-concern issue remains highlighted.

InnSuites Hospitality Trust is shifting from BCRG Group to Simon & Edward LLP because S&E acquired BCRG’s attest business effective June 15, 2026. The Audit Committee approved the dismissal of BCRG and appointment of S&E on July 9, 2026, describing this as a continuity move rather than a response to disagreements.

Importantly, BCRG’s audit reports for the fiscal years ended January 31, 2026 and January 31, 2025 included an explanatory paragraph expressing substantial doubt about the Trust’s ability to continue as a going concern. That language signals financial or liquidity pressures significant enough for the auditor to highlight.

The Trust notes there were no disagreements or reportable events with BCRG, and no prior consultations with S&E on specific accounting issues. A letter from BCRG dated July 9, 2026 is included to confirm its agreement with these disclosures.

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

Attest business acquisition date: June 15, 2026 Auditor change approval date: July 9, 2026 Fiscal years with going-concern paragraph: Fiscal years ended January 31, 2026 and 2025 +2 more

5 metrics

Attest business acquisition date June 15, 2026 Effective date when Simon & Edward LLP acquired the attest business of BCRG Group

Auditor change approval date July 9, 2026 Date the Audit Committee dismissed BCRG and appointed Simon & Edward LLP as auditor

Fiscal years with going-concern paragraph Fiscal years ended January 31, 2026 and 2025 Periods where BCRG’s reports cited substantial doubt about ability to continue as a going concern

Exhibit confirming auditor statements Exhibit 16.1 Letter from BCRG dated July 9, 2026 agreeing with described disclosures

Interactive data exhibit Exhibit 104 Cover Page Interactive Data File embedded within the Inline XBRL document

Key Terms

independent registered public accounting firm, attest business, going concern, reportable events, +1 more

5 terms

independent registered public accounting firm financial

"dismissed BCRG as the Trust’s 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.

attest business financial

"Simon & Edward LLP acquired, effective as of June 15, 2026, attest business of BCRG Group"

going concern financial

"included an explanatory paragraph indicating that there was substantial doubt as to the Trust’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

"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions)"

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.

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

"no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)"

FAQ

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

What auditor change did InnSuites Hospitality Trust (IHT) disclose?

InnSuites Hospitality Trust disclosed that its Audit Committee dismissed BCRG Group and approved Simon & Edward LLP as its new independent registered public accounting firm on July 9, 2026, after S&E acquired BCRG’s attest business effective June 15, 2026.

Did BCRG’s audit reports for IHT include a going-concern warning?

Yes. BCRG’s audit reports on InnSuites Hospitality Trust’s consolidated financial statements for fiscal years ended January 31, 2026 and January 31, 2025 contained an explanatory paragraph indicating substantial doubt about the Trust’s ability to continue as a going concern.

Were there any disagreements between IHT and BCRG before the auditor change?

InnSuites Hospitality Trust states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events during the fiscal years ended January 31, 2026 and 2025 and the subsequent interim period.

Did InnSuites Hospitality Trust consult Simon & Edward LLP before engaging them?

The Trust reports that neither it nor anyone acting on its behalf consulted Simon & Edward LLP on specific accounting principles, audit opinions, or any matters involving disagreements or reportable events before S&E was engaged as auditor.

What exhibits accompany InnSuites Hospitality Trust’s 8-K about the auditor change?

The report includes Exhibit 16.1, a letter from BCRG dated July 9, 2026 addressed to the SEC, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

What role did the Audit Committee play in IHT’s auditor transition?

The Audit Committee of InnSuites Hospitality Trust’s Board simultaneously dismissed BCRG as independent registered public accounting firm and approved Simon & Edward LLP as the new auditor on July 9, 2026 following S&E’s acquisition of BCRG’s attest business.

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

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Accepted by SEC EDGAR 07/09/2026 - 09:55 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): July 7, 2026

Commission File Number 1-07062

INNSUITES HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Ohio

34-6647590

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

InnSuites Hospitality Centre

1730 E. Northern Avenue, Suite 122

Phoenix, AZ 85020

(Address of principal executive offices)

Registrant’s telephone number, including area code: (602) 944-1500

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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of beneficial interest without par value		IHT		NYSE American

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.

On July 7, 2026, InnSuites Hospitality Trust (the “Trust”) was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June 15, 2026, attest business of BCRG Group (“BCRG”). On July 9, 2026, the Audit Committee of the Trust’s Board of Directors simultaneously dismissed BCRG as the Trust’s independent registered public accounting firm and approved the appointment of S&E as the Trust’s new independent registered public accounting firm. The services previously provided by BCRG will now be provided by S&E.

BCRG’s audit report on the Trust’s consolidated financial statements for the Fiscal Year ended January 31, 2026 and 2025 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the consolidated financial statements of the Trust for the fiscal years ended January 31, 2026 and 2025 included an explanatory paragraph indicating that there was substantial doubt as to the Trust’s ability to continue as a going concern.

During the Fiscal Years ended January 31, 2026 and 2025 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Trust and BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference to the subject matter of the disagreements in connection with BCRG’s reports on the Trust’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

Prior to engaging S&E, neither the Trust nor anyone acting on its behalf consulted S&E regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Trust’s financial statements, and no written report was provided to the Trust or oral advice was provided that S&E concluded was an important factor considered by the Trust in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Trust has requested that BCRG furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of such letter, dated July 9, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

16.1	Letter from BCRG dated July 9, 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.

	InnSuites Hospitality Trust

	By:	/s/ James F. Wirth
		James F. Wirth
		Chairman and Chief Executive Officer

Date: July 9, 2026

EXHIBIT INDEX

Exhibit No.		Description

16.1		Letter from BCRG dated July 9, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

InnSuites changes auditor after attest unit sale