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~~May 2419, ~~2025~~2026

Goldenwell Biotech, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-56275

(Commission File Number)

84-2896086

(IRS Employer Identification No.)

7316 Capilano Dr. Solon, Ohio 44139

(Address of principal executive offices)(Zip Code)

(440) 666-7999

(Registrant’s telephone number, including area code)

581 Boston Mills Road, Suite 300

Hudson, Ohio 44087

(Address of principal executive offices)(Zip Code)

(440) 666-7999

Registrant’s telephone number, including area code

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 4.0102(a). ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review.

~~(a)~~ On ~~July~~November 2426, ~~2025~~2024, ~~KCCW Accountancy Corp. (“KCCW”) notified~~ Goldenwell Biotech, Inc. (the “Company”) itfiled ~~had~~a ~~resigned~~Quarterly asReport ~~the~~on ~~independent~~Form ~~registered~~10-Q ~~public~~for ~~accounting~~the ~~firm~~quarter ofended September 30, 2024 (the ~~Company~~“September 30, 2024 Form 10-Q”).

~~The~~On ~~report~~May of15, ~~KCCW~~2025, ~~regarding~~ the Company’s ~~financial~~filed ~~statements~~an asAnnual ofReport ~~December~~on ~~31,~~Form ~~2024~~10-K ~~and 2023 and the statement of operations, stockholders’ equity (deficit) and cash flows~~ for the ~~years~~year ~~then~~ ended, ~~contained~~December ~~no adverse opinion or disclaimer of opinion~~31, ~~nor were they qualified or modified as to uncertainty, audit scope, or accounting principle~~2024. ~~The report of KCCW, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.~~

~~For~~On ~~the~~May ~~years ended December 31~~27, ~~2024 and 2023~~2025, ~~and during~~ the ~~subsequent interim period through the date of dismissal, the~~ Company ~~had~~filed noa ~~disagreement~~Quarterly ~~with~~Report ~~KCCW~~ on ~~any~~Form ~~matter~~10-Q offor ~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to~~ the ~~satisfaction~~quarter ~~of KCCW, would have caused them to make reference thereto in their report on the Company’s financial statements for such year~~ ended ~~December~~March 31, ~~2024~~2025 ~~and~~(the ~~2023.~~“March ~~There were no reportable events~~31, as2025 ~~listed~~Form ~~in Item 304(a)(1)(v) of Regulation S~~10-KQ”).

~~The~~On ~~Company~~September ~~provided~~12, ~~KCCW~~2025, ~~a copy of~~ the ~~above~~Company ~~disclosures~~filed ~~and~~a ~~requested~~Quarterly ~~KCCW~~Report toon ~~furnish~~Form a10-Q ~~letter~~for ~~addressed to~~ the ~~Securities~~quarter ~~and~~ended ~~Exchange~~June ~~Commission~~30, ~~stating~~2025 ~~whether or not it agrees with~~ (the ~~above~~“June ~~statements.~~30, ~~KCCW’s~~2025 ~~response is attached as Exhibit 16.1 to this Current Report on~~ Form 810-KQ”).

~~(b)~~ On ~~August~~December 148, 2025, the ~~board~~Company offiled ~~directors~~a ofQuarterly ~~the~~Report ~~Company~~on ~~resolved~~Form to10-Q ~~engage~~for the ~~independent~~quarter ~~registered~~ended ~~public~~September ~~accounting firm Michael Gillespie & Associates~~30, ~~PLLC~~2025 (~~“Michael Gillespie & Associates”), as~~ the ~~Company’s~~“September ~~new independent registered public accountants~~30, ~~which~~2025 ~~appointment~~Form ~~Michael Gillespie & Associates has accepted~~10-Q”).

~~Michael~~On ~~Gillespie~~May &19, ~~Associates~~2025, ~~most recently served as~~ the Company’s independent registered public accounting firm, ~~from~~Michael ~~November~~Gillsepie 14& Associates, ~~2024~~PLLC (“Gillespie & Associates”), ~~until~~notified ~~January~~the Company that the Company did not follow US GAAP because an invoice dated September 23, 2025, ~~and~~from ~~reviewed~~the ~~financial~~Company’s ~~statements~~legal ~~contained~~counsel in ~~one~~the ~~Quarterly~~amount ~~Report~~of on$9,840 ~~Form~~to ~~10-Q~~the Company, ~~such~~which ~~Form~~covered ~~10-Q~~legal ~~being~~services ~~for~~rendered to the Company between May 21, 2024 and September 23, 2025, should have been recorded in the fiscal quarters when services were performed and not the fiscal quarter ~~ended~~in ~~September~~which the Company received the invoice. Therefore, the Company anticipates that it will, by approximately June 30, ~~2024.~~2026, restate its financial statements as follows:

~~During~~1. ~~the~~Amend ~~two~~its ~~most~~March ~~recent fiscal years and the interim period preceding the engagement of Michael Gillespie & Associates~~31, ~~the~~2025 ~~Company~~Form ~~has~~10-Q ~~not~~to ~~consulted~~recognize ~~with Michael Gillespie & Associates regarding either: (i) the application of accounting principles~~$2,280 ~~(ii) the type~~ of ~~audit~~legal ~~opinion~~fees. ~~that~~2. ~~might~~Amend beits ~~rendered~~June by30, ~~Michael~~2025 ~~Gillespie~~Form &10-Q ~~Associates~~to orrecognize ~~(iii)~~$2,200 ~~any other matter that was the subject~~ of ~~disagreement~~legal ~~between~~fees. ~~the~~3. ~~Company~~Amend ~~and~~ its ~~former~~September ~~auditor as described in Item 304(a)(1)(iv)~~30, or2025 aForm ~~reportable~~10-Q ~~event~~to asrecognize ~~described in paragraph 304(a)(1)(v)~~$2,080 of ~~Regulation~~legal ~~S-K~~fees. ~~The Company did not have any disagreements with KCCW and therefore did not discuss any past disagreements with Michael Gillespie & Associates.~~

~~Item~~Additionally, 9with respect to March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q and the September 30, 2025 Form 10-Q, the Company made errors in the timing of revenue recognition associated with a service contract that did not meet the criteria for revenue recognition and misclassified prepaid fees to the OTC Markes Group, Inc.01 ~~Financial~~that ~~Statements~~should have been deferred and ~~Exhibits~~amortized over the applicable contract terms.

~~(d)~~As ~~Exhibits:~~a result of the above, the financial statements filed with the March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q, and the September 30, 2025 Form 10-Q should no longer be relied upon insofar as they relate to the $9,840 of legal expenses accrued between May 21, 2024 and September 23, 2025.

Exhibit		Description
16.1		Letter from KCCW Accountancy Corp., dated August 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

An authorized officer of the Company communicated with Gillespie & Associates regarding the matters disclosed in the filing pursuant to this Item 4.02(b).

2Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits:

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.

Exhibit		Description

16.1		Letter dated May 26, 2026, from Michael Gillsepie & Associates, PLLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

	GOLDENWELL BIOTECH, INC.
Date: August 18, 2025	By:	/s/ Shuang Liu
		Name: Shuang Liu
		Title: Chief Executive Officer

3SIGNATURES

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.

	GOLDENWELL BIOTECH, INC.

Date: May 26, 2026	By:	/s/ Shuang Liu
		Name: Shuang Liu
		Title: Chief Executive Officer

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