Redox International Group, Corp. 8-K

What Happened

• On May 30, 2026, Redox International Group, Corp. (formerly Intorio, Corp.) and its Board concluded that previously issued unaudited interim financial statements for the quarters ended August 31, 2024 and November 30, 2024 should no longer be relied upon and will be restated.
• The restatement arises because the company failed to record the issuance of 50,850,000 shares of common stock on June 5, 2024 to founders, advisors, and consultants and did not recognize the related stock‑based compensation required under ASC 718. The originally filed Q3 and Q4 2024 reports had shown only 3,235,000 shares issued and outstanding and no stock‑based payments.

Key Details

• Date of management/board determination: May 30, 2026.
• Unrecorded share issuances: 50,850,000 shares issued June 5, 2024 to founders, advisors, consultants.
• Previously reported shares (incorrect): 3,235,000 issued and outstanding.
• Expected restatement effects: shares outstanding and weighted‑average shares, stock‑based compensation expense, general & administrative expense, net loss and net loss per share, and equity line items (common stock, additional paid‑in capital, deferred/unearned stock‑based compensation).
• Restatement is non‑cash and is not expected to affect cash, cash equivalents, or total cash flows.
• Company will file amended Quarterly Reports on Form 10‑Q/A; adjustments remain subject to completion and its independent registered public accounting firm’s procedures. The company has no separate audit committee.

Why It Matters

• For investors, the restatement changes the company’s reported capital structure and profit/loss metrics (including EPS), which can affect valuation and comparability with prior periods.
• Because the adjustment increases reported shares and recognizes stock‑based compensation, previously published per‑share figures and expense totals for the affected quarters are unreliable until the amended 10‑Q/A is filed.
• The restatement is an accounting (non‑cash) correction, so it does not change the company’s reported cash position or cash flows, but it does alter reported equity and income statement metrics that investors use to assess performance.