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Redox International Group, Corp. announced that investors should no longer rely on its previously issued unaudited financial statements for the quarters ended August 31, 2024 and November 30, 2024. Management and the Board concluded these reports omitted the June 5, 2024 issuance of 50,850,000 common shares to founders, advisors, and consultants and the required stock-based compensation under ASC 718.
The original 10-Qs had reported 3,235,000 common shares outstanding for each quarter and stated that no stock-based payments had been issued. Correcting these errors will change several equity and earnings-related figures, including shares outstanding, weighted-average shares, stock-based compensation expense, general and administrative expense, net loss, net loss per share, and multiple stockholders’ equity line items. The company expects the restatement to be non-cash and not to affect previously reported cash, cash equivalents, or total cash flows.
Redox plans to file amended Form 10-Q/A reports for the affected periods after completing the restatement and related procedures with its independent registered public accounting firm, Michael Gillespie & Associates, PLLC. Until those amendments are filed, investors and others are instructed not to rely on the prior financial statements or related communications for the affected quarters.
REDOX International Group, Corp. (ITOR) filed a Form 12b-25 (NT 10-Q), stating it cannot file its Quarterly Report on Form 10-Q for the period ended August 31, 2025 without unreasonable effort and expense.
The company is completing its financial statement review and believes the Form 10-Q will be filed within the period described under Rule 12b-25(b)(2)(ii).
Redox International Group filed an amendment to correct details about prior resales of restricted common stock by company affiliates. The original disclosure said 1,725,000 restricted shares were resold to eleven non-U.S. purchasers; the corrected figure is 1,325,000 shares sold to eight non-U.S. purchasers outside the United States.
Between August 6, 2024 and January 15, 2025, affiliates Dr. Han-Wen Ou and Mr. Hsun-Chih Lee resold these restricted shares in private transactions before the one-year distribution compliance period under Regulation S Rule 904 had expired. The board acknowledged that these resales may have been technical violations of Section 5 because of the early affiliate sales. Both individuals made written rescission offers at the original purchase price, none of which were accepted, and the company believes this reduces the risk of contingent liability and future enforcement or private claims.