Hypha Labs, Inc. 8-K

What Happened

• On January 27, 2026, Hypha Labs, Inc.'s Board approved the dismissal of Fruci & Associates II, PLLC and engaged Astra Audit and Advisory, LLC as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026.
• Fruci's audit reports for the fiscal years ended September 30, 2024 and 2025 contained no adverse opinions or disclaimers and were not qualified, but they did include explanatory paragraphs and footnotes raising substantial doubt about the Company’s ability to continue as a going concern. The Company has requested a letter from Fruci confirming the statements in the 8-K; that letter is filed as Exhibit 16.1.

Key Details

• Board action date: January 27, 2026.
• New auditor: Astra Audit and Advisory, LLC; dismissed auditor: Fruci & Associates II, PLLC.
• Auditor history: Fruci’s 2024 and 2025 audit reports included going-concern explanatory language but contained no modified opinions.
• No disagreements or reportable events were disclosed between Hypha and Fruci during Fruci’s engagement. Hypha reports it did not consult Astra on accounting or auditing matters during FYs 2024–2025 or through Dec 31, 2025.

Why It Matters

• A change in independent auditor is material because the auditor provides external oversight of the company’s financial statements. Investors should note the prior auditor included going-concern language, which signals previously disclosed financial uncertainty.
• The filing states there were no disagreements with the former auditor, which reduces some near-term red flags, but investors should watch upcoming filings (including the auditor’s report for FY2026) for any changes in audit opinion, notes on going-concern status, or other material disclosures related to financial condition or reporting.