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): December 919, ~~2024~~2025

ADM Endeavors, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-56047

45-0459323

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

5941 Posey Lane, Haltom City, TX		76117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 840-6271

N/A

(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 Instructions 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.~~

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

Title of each class		Trading Symbols(s)		Name of each exchange on which registered
N/A		N/A		N/A

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). ☐

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 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On December 19, 2025, ADM Endeavors, Inc. (athe “Company”) entered into an equity financing agreement (1the “Equity Financing Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS will purchase up to $20,000,000 ~~Previous~~of ~~independent~~Company ~~registered~~common ~~public~~stock ~~accounting~~(the ~~firm:~~“Put Shares”) in tranches of up to $500,000, following an effective registration of the shares and subject to restrictions regarding the timing of each sale and total percentage stock ownership held by GHS. The purchase price for each tranche of Put Shares will be (i) prior to the Company listing its common stock on the Nasdaq Capital Market or another national exchange (the “Nasdaq Listing”), 80% of the lowest trading price during the 10-day period prior to each sale (the “Pricing Period”), or (ii) following the Nasdaq listing, 90% of the lowest volume-weighted average price during the Pricing Period subject to a $1.00 floor. Pursuant to the Equity Financing Agreement, the Company is also obligated to immediately issue an additional 1,156,738 shares of common stock to GHS as a commitment fee.

~~(i)~~In connection Onwith ~~December~~the 9,Equity ~~2024~~Financing Agreement, weon ~~(ADM~~December ~~Endeavors~~19, ~~Inc.~~2025, or the “Company”) ~~notified~~also ~~TPS~~entered ~~Thayer,~~into ~~LLC (“TPS”) of their dismissal as our independent registered public accounting firm. (ii) TPS has not issued~~ a ~~report~~registration onrights ~~our~~agreement ~~financial~~with GHS ~~statements as of and for any fiscal year end.~~ (~~iii) Our Board of Directors participated in and approved~~ the ~~decision~~“Registration toRights ~~change our independent registered public accounting firm. (iv~~Agreement”) ~~Through our fiscal years ending December 31~~, ~~2023~~pursuant ~~and~~to ~~2022~~which ~~(TPS did not audit our financial statements for~~ the ~~fiscal~~Company ~~years~~is ~~ending~~obligated ~~December 31, 2023 and 2022, but we are required~~ to ~~include~~file ~~disclosure~~registration ~~regarding~~statement(s) with the ~~fiscal~~Securities ~~years ending December 31, 2023~~ and ~~2022,~~Exchange byCommission ~~Item 304~~(~~a)(1)(iv)~~the ~~of Regulation S-K~~“SEC”), ~~there~~registering ~~have~~shares ~~been no disagreements with TPS on any matter~~ of ~~accounting~~common ~~principles~~stock orissuable ~~practices,~~pursuant ~~financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved~~ to the Equity ~~satisfaction~~Financing ~~of TPS would have caused them to make reference thereto in their report on the financial statements. Through the interim period from December 31~~Agreement, ~~2023, through December 9, 2024, there have been no disagreements~~ with ~~TPS~~the onCompany ~~any~~obligated ~~matter~~to ofinitially ~~accounting~~register ~~principles or practices~~29, ~~financial statement disclosure~~000,000 orshares ~~auditing~~as ~~scope~~may orbe ~~procedure,~~permitted ~~which~~by ~~disagreements if not resolved to~~ the ~~satisfaction of TPS would have caused them to make reference thereto in their report on the financial statements~~SEC. ~~(v)~~The WeCompany is ~~have~~required ~~authorized TPS~~ to ~~respond~~file ~~fully to~~ the ~~inquiries~~initial ofregistration ~~the~~statement ~~successor~~within ~~accountant.~~30 ~~(vi)~~days ~~During our fiscal years ended December 31, 2023~~ and ~~2022~~use ~~(TPS~~commercially ~~did~~reasonable ~~not~~efforts ~~audit our financial statements for the fiscal years ending December 31, 2023 and 2022, but we are required~~ to ~~include~~have ~~disclosure regarding~~ the ~~fiscal~~registration statement ~~years~~declared ~~ending~~effective ~~December 31, 2023 and 2022, by Item 304(a)(1)(iv) of Regulation S-K), and the interim period through December 9, 2024, there have been~~ no ~~reportable~~more ~~events~~than ~~with~~90 usdays asafter ~~set forth in Item 304(a)(1)(v) of Regulation S-K. (vii) We provided a copy of the foregoing disclosures to TPS prior to the~~ filing ~~of this report and requested that TPS furnish us with a letter addressed to the U~~.~~S. Securities & Exchange Commission stating whether or not it agrees with the statements in this report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.~~

~~(a)(2)~~The ~~New~~foregoing ~~independent~~descriptions ~~registered~~of ~~public~~the ~~accounting~~Equity ~~firm:~~Financing Agreement and Registration Rights Agreement are qualified in their entirety by the full text of those agreements, which are attached hereto as Exhibits 10.1 and 10.2, and incorporated by reference herein.

On December 9, 2024, we engaged HTL International, LLC (“HTL”), as independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2024. During the fiscal years ending December 31, 2023 and 2022, and prior to December 9, 2024, we had not consulted with HTL regarding any of the following:

(i) The application of accounting principles to a specific transaction, either completed or proposed; (ii) The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Turner concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or (iii) Any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
16.1		Letter from TPS regarding change in certifying accountant (filed herewith)
10.1		Equity Financing Agreement, dated December 19, 2025, by and between ADM Endeavors, Inc. and GHS Investments LLC
10.2		Registration Rights Agreement, dated December 19, 2025, by and between ADM Endeavors, Inc. and GHS Investments LLC
104		Cover Page Interactive Data File (embedded within 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.

	ADM ENDEAVORS, INC.
Date: December 10, 2024	By:	/s/ Marc Johnson
Date: December 23, 2025	By:	/s/ Marc Johnson
		Marc Johnson Chief Executive Officer

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