Redox International (ITOR) flags 2024 non-reliance, plans restated quarters

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

None.

Negative

Financial restatement and non-reliance: Management and the Board concluded that previously issued unaudited financial statements for the quarters ended August 31, 2024 and November 30, 2024 should no longer be relied upon and must be restated to correct a large omitted stock issuance and related compensation.

Insights

Redox will restate two 2024 quarters after a large omitted share grant.

Redox International Group, Corp. determined that its August 31, 2024 and November 30, 2024 quarterly financial statements cannot be relied upon. The company omitted a June 5, 2024 issuance of 50,850,000 common shares granted to founders, advisors, and consultants and the associated stock-based compensation required under ASC 718.

The original reports showed only 3,235,000 common shares outstanding and stated there were no stock-based payments, so multiple metrics will change once corrected. The company expects the adjustments to affect share counts, stock-based compensation expense, general and administrative expense, net loss, earnings per share, and several stockholders’ equity accounts, while leaving cash and cash flows unchanged because the restatement is non-cash.

Redox plans to file amended Form 10-Q/A reports for the affected periods after its independent registered public accounting firm, Michael Gillespie & Associates, PLLC, completes related procedures. Subsequent filings will show the final impact of these corrections on reported losses and equity for the 2024 interim periods.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Key Figures

Omitted share issuance: 50,850,000 common shares Originally reported shares outstanding: 3,235,000 common shares Affected reporting periods: Quarters ended August 31, 2024 and November 30, 2024 +2 more

5 metrics

Omitted share issuance 50,850,000 common shares Issued June 5, 2024 to founders, advisors, and consultants

Originally reported shares outstanding 3,235,000 common shares Reported for each of the quarters ended August 31, 2024 and November 30, 2024

Affected reporting periods Quarters ended August 31, 2024 and November 30, 2024 Unaudited interim financial statements to be restated

Relevant accounting standard ASC 718 Compensation—Stock Compensation for measuring and recognizing share-based payments

Restatement nature Non-cash Not expected to affect previously reported cash, cash equivalents, or total cash flows

Key Terms

ASC 718, stock-based compensation, non-reliance, restatement, +1 more

5 terms

ASC 718 financial

"required to be recognized under ASC 718, Compensation—Stock Compensation."

ASC 718 is the U.S. accounting rule that tells companies how to record and report employee pay that’s paid in company stock or stock options. It requires firms to treat equity awards as a real expense on the income statement and to show how they dilute existing shareholders, so investors can see the cost of talent incentives much like they see a payroll bill. That matters because it directly affects reported profits, earnings per share and the number of shares outstanding.

stock-based compensation financial

"or the related stock-based compensation required to be recognized under ASC 718"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

non-reliance regulatory

"concluded that the Company’s previously issued unaudited interim financial statements ... should no longer be relied upon."

restatement financial

"The determination to restate the financial statements for the Affected Periods arose from the Company’s conclusion"

A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.

additional paid-in capital financial

"common stock; additional paid-in capital; and deferred (unearned) stock-based compensation reported within stockholders’ equity"

Amount of money shareholders have paid to a company for shares that is above the stock’s nominal or par value; think of it as the extra premium paid when a group buys a ticket that has a low listed price. It matters to investors because it represents permanent capital on the balance sheet that can cushion losses, affect book value per share and indicate how much fresh cash equity holders have contributed beyond the minimum share value.

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Understanding 8-K Material Events →

06/22/2026 - 02:08 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 30, 2026

(the date the Company concluded non-reliance — confirm)

REDOX INTERNATIONAL GROUP, Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction
of incorporation)

333-255055
(Commission
File Number)

98-1578603
(IRS Employer
Identification No.)

17875 Von Karman Avenue, Suite 150

Irvine, California 92614

(Address of Principal Executive Offices)

(323) 909-2866

Registrant’s telephone number, including area code:

(Former name or former address, if changed since last report)

Copies to:

Donald P. Hateley, Esq.

The Hateley Firm, APC

620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660

Phone: (949) 438-1040 | Fax: (310) 388-5899

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))

Securities registered pursuant to Section 12(b) of the Act: None.

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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On May 30, 2026, the management of Redox International Group, Corp. (formerly Intorio, Corp.) (the “Company”), together with the Board of Directors of the Company, concluded that the Company’s previously issued unaudited interim financial statements for the quarterly periods ended August 31, 2024 and November 30, 2024 (collectively, the “Affected Periods”), as included in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2024 and February 19, 2025, respectively, should no longer be relied upon. Accordingly, any previously issued press releases, investor presentations, and other communications describing the Company’s financial results for the Affected Periods should likewise no longer be relied upon.

The determination to restate the financial statements for the Affected Periods arose from the Company’s conclusion that those financial statements did not reflect the issuance of 50,850,000 shares of the Company’s common stock on June 5, 2024 to certain founders, advisors, and consultants under certain Founder Agreements and Advisory Agreements, or the related stock-based compensation required to be recognized under ASC 718, Compensation—Stock Compensation. As originally filed, the financial statements for each of the quarters ended August 31, 2024 and November 30, 2024 reported 3,235,000 shares of common stock issued and outstanding and stated that the Company had not issued any stock-based payments, neither of which reflected the June 5, 2024 issuances. The Company has determined that the compensation cost associated with these share issuances must be measured at the grant-date fair value of the awards and recognized over the applicable requisite service period in accordance with ASC 718.

As a result of correcting these errors, the Company expects the restatement to affect, for one or more of the Affected Periods, the following: shares of common stock issued and outstanding; weighted-average shares outstanding; stock-based compensation expense; general and administrative expense; net loss; net loss per share; common stock; additional paid-in capital; and deferred (unearned) stock-based compensation reported within stockholders’ equity, together with the related subtotals and totals. The restatement is non-cash in nature and is not expected to affect the Company’s previously reported cash, cash equivalents, or total cash flows. The Company is in the process of finalizing the amount of the adjustments, which remains subject to the completion of the restatement process and the procedures of its independent registered public accounting firm.

The Company intends to restate the financial statements for the Affected Periods by filing amended Quarterly Reports on Form 10-Q/A with the SEC as promptly as practicable. Until the amended reports are filed, investors and others should not rely on the financial statements and related disclosures for the Affected Periods.

The Company does not have a separate audit committee. The Company’s Board of Directors has discussed the matters disclosed in this Item 4.02(a) with the Company’s independent registered public accounting firm, Michael Gillespie & Associates, PLLC.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the anticipated restatement, the expected effects thereof, and the timing of the Company’s amended filings. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the completion of the restatement process and the related procedures of the Company’s independent registered public accounting firm. The Company undertakes no obligation to update any forward-looking statement except as required by law.

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.

	REDOX INTERNATIONAL GROUP, CORP.

Dated: June 22, 2026	By:	/s/ Han-Wen Ou
	Name:	Han-Wen Ou
	Title:	Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Redox International Group (ITOR) announce in this 8-K?

Redox International Group announced that investors should no longer rely on its unaudited financial statements for the quarters ended August 31, 2024 and November 30, 2024. The company plans to restate these periods through amended Form 10-Q/A filings after completing its review and audit procedures.

Which financial periods are affected by Redox International Group’s restatement?

The affected periods are the unaudited interim quarters ended August 31, 2024 and November 30, 2024. These quarters were originally reported in Form 10-Q filings made on October 31, 2024 and February 19, 2025, and will now be restated once the adjustments are finalized.

Why can Redox International Group’s prior 2024 quarterly statements no longer be relied upon?

The prior quarterly statements omitted the June 5, 2024 issuance of 50,850,000 common shares to founders, advisors, and consultants and did not record the related stock-based compensation under ASC 718. This error affects share counts, expenses, net loss, earnings per share, and equity balances.

Will the Redox International Group restatement affect previously reported cash or cash flows?

The company states the restatement is non-cash in nature and is not expected to affect previously reported cash, cash equivalents, or total cash flows. The adjustments primarily relate to equity, stock-based compensation expense, and earnings-related measures for the affected interim periods.

How will Redox International Group correct the errors in its 2024 quarterly reports?

Redox intends to file amended Quarterly Reports on Form 10-Q/A for the affected periods after finalizing adjustments and completing procedures with its independent registered public accounting firm, Michael Gillespie & Associates, PLLC. Until then, investors are instructed not to rely on the prior financial statements and related communications.

What specific financial line items does Redox expect the restatement to change?

The company expects changes to shares of common stock issued and outstanding, weighted-average shares outstanding, stock-based compensation expense, general and administrative expense, net loss, net loss per share, common stock, additional paid-in capital, and deferred stock-based compensation within stockholders’ equity.

Filing Exhibits & Attachments

3 documents