Adapti, Inc. 8-K

What Happened
Adapti, Inc. filed an 8‑K (Item 4.02) reporting that on July 14, 2026 its board (acting as the audit committee) concluded previously filed unaudited condensed consolidated financial statements for the quarters ended September 30, 2025 and December 31, 2025 should no longer be relied upon. The change stems from errors in how Adapti accounted for its July 14, 2025 acquisition of Ballengee Group, LLC — the transaction was originally recorded with Adapti as the accounting acquiror but, after further analysis, the Board determined Ballengee Group should have been treated as the accounting acquiror (a reverse recapitalization). The Board discussed the matter with its independent registered public accounting firm, Victor Mokuolu, CPA PLLC, and says it intends to restate the affected financial statements.

Key Details

• Closing Date of the Transaction: July 14, 2025.
• Stock consideration issued: 6,500,000 shares of Adapti common stock (par $0.001), received entirely by James Ballengee.
• Stock consideration represented approximately 81.0% of Adapti’s issued and outstanding common stock upon closing.
• Affected filings: unaudited quarterly financial statements for the quarters ended Sept. 30, 2025 and Dec. 31, 2025 (filed Nov. 19, 2025 and Feb. 17, 2026).
• Accounting change: Transaction should be accounted for as a reverse recapitalization (Ballengee Group = accounting acquiror). Auditor consulted: Victor Mokuolu, CPA PLLC.

Why It Matters

• Investors should not rely on Adapti’s previously filed quarterly results for Sept. 30 and Dec. 31, 2025; those statements will be revisited and restated, which could change reported metrics.
• The transaction gave James Ballengee effective control (ability to elect/remove directors and influence shareholder votes) through receipt of ~81% of shares — a material governance change disclosed alongside the accounting error.
• The company warns the restatement process and later events could require additional adjustments; investors should monitor future filings for the restated financials and related disclosures.