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): ~~July~~December 39, 2024

BALANCE LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-202959

47-1146785

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

407 Lincoln Road, Suite 701

Miami Beach, Florida 33139

(Address of Principal Executive Offices)

(305) 907-7600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

Check the appropriate box below if the Form 8-K 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:
None		None		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 5 4.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Resignation~~On December 11, 2024, the Board of ~~Ari~~Directors ~~Feldman~~(the “Board”) of Balance Labs, Inc., a Delaware corporation (the “Company”) approved to appoint M&K CPAS, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Also on December 11, 2024, the Company, with the approval of the Board, dismissed Assurance Dimensions, LLC (“Assurance”) as the Company’s independent registered public accounting firm effective immediately.

OnAssurance’s ~~July~~report 3,on ~~2024,~~the ~~Balance~~Company’s ~~Labs,~~financial ~~Inc.~~statements (as of and for the ~~“Company”)~~fiscal ~~received~~years ~~notice~~ended ofDecember ~~the~~31, ~~resignation~~2023 ofand ~~Ari~~2022 ~~Feldman~~did asnot ~~the~~contain ~~Company’s~~an ~~Chief~~adverse ~~Financial~~opinion ~~Officer,~~or ~~effective~~a ~~immediately.~~disclaimer ~~Mr.~~of ~~Feldman’s~~opinion, ~~decision~~nor towere ~~resign~~they qualified or modified as ~~Chief~~to ~~Financial~~uncertainty, ~~Officer~~audit ~~was~~scope ~~not~~or ~~the~~accounting ~~result~~principles, ofexcept ~~any~~for ~~disagreement~~an ~~with~~explanatory ~~the~~paragraph ~~Company~~in ~~over~~such ~~any~~report ofregarding ~~its~~substantial ~~operations,~~doubt ~~policies~~about orthe ~~practices~~Company’s ability to continue as a going concern.

~~Appointment~~During the fiscal years ended December 31, 2023 and 2022, and in the subsequent interim period through December 11, 2024, there were (i) no “disagreements” (within the meaning of ~~Joel~~Item ~~Kleiner~~304(a) of Regulation S-K) with Assurance on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Assurance, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company, and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

OnThe ~~July~~Company provided Assurance with a copy of the disclosures it is making in this Current Report on Form 8,-K ~~2024,~~and requested that Assurance provide the Company’s ~~Board~~with ofa ~~Directors~~letter (addressed to the ~~“Board”)~~Securities ~~accepted~~and ~~Feldman’s~~Exchange ~~resignation~~Commission asstating ~~Chief~~whether ~~Financial~~Assurance agrees with the above ~~Officer,~~statements. ~~and~~A ~~appointed~~copy ~~Joel~~of ~~Kleiner~~Assurance’s letter, 36dated December 13, 2024, is filed as ~~the~~Exhibit ~~Company’s~~16.1 ~~Chief~~to ~~Financial~~this ~~Officer~~Current Report on Form 8-K.

~~Joel~~During the ~~Kleiner~~fiscal isyears aended ~~seasoned~~December ~~finance~~31, ~~executive with~~2023 ~~extensive~~and ~~experience~~2022, and in ~~financial~~the ~~strategy~~subsequent ~~and~~interim ~~operations~~period ~~for~~through ~~high-growth~~December ~~tech~~11, ~~companies.~~2024, Asneither the ~~former~~Company nor VPanyone on its behalf consulted M&K regarding either: (i) the application of ~~Finance~~accounting atprinciples ~~Torii~~to ~~Software~~a specified transaction, ~~Joel~~either ~~played~~completed aor ~~key~~proposed, ~~role~~or inthe ~~securing~~type ~~significant~~of ~~funding~~audit opinion that might be rendered on the Company’s financial statements, and ~~driving~~no written report or oral advice was provided to the Company that M&K concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial ~~strategy~~reporting issue; or (ii) any matter that was the subject of a “disagreement” or “reportable event” (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).

~~Previously,~~Item ~~Joel held key finance roles at Stella Connect, where he facilitated an acquisition by Medallia Inc~~9.~~, and at R2Net Inc~~01. ~~(James~~Financial ~~Allen),~~Statements ~~where he helped raise substantial funds~~ and ~~close an acquisition by Signet Jewelers~~Exhibits. Over his career, Joel has been instrumental in securing over $200 million in funding across various ventures, as well as over $400 million in acquisitions. His career also includes positions at the Government of Israel’s Ministry of Finance, the SEC, and PwC.

~~Joel holds a B.S. in Accounting from Yeshiva~~(d) ~~University and is a CPA in New York~~Exhibits. ~~He is fluent in English, Spanish, and Hebrew and is adept in financial planning, analysis, and team leadership.~~

In connection with his appointment, Mr. Kleiner will receive monthly compensation of $2,000 per month. There is no arrangement or understanding between Mr. Kleiner and any other persons or entities pursuant to which Mr. Kleiner was appointed as Chief Financial Officer. There is no family relationship between Mr. Kleiner and any member of the Board or any executive officer of the Company, and there are no transactions between the Company and Mr. Kleiner that require disclosure under Item 404(a) of Regulation S-K.

Exhibit No.		Description
16.1		Letter of Assurance Dimensions, LLC to the Securities and Exchange Commission, dated December 13, 2024
104		Cover Page Interactive Data File (embedded as 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.

	BALANCE LABS, INC.
Date: July 10, 2024	By:	/s/ Michael D. Farkas
Date: December 13, 2024	By:	/s/ Michael D. Farkas
	Name:	Michael D. Farkas
	Title:	Chief Executive Officer

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