UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~ earliest event reported): ~~June~~May 530, ~~2024~~ 2026

(the date the Company concluded non-reliance — confirm)

REDOX INTERNATIONAL GROUP, Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction
of incorporation)

333-255055
(Commission
File Number)

98-1578603
(IRS Employer
Identification No.)

17875 Von Karman Avenue, Suite 150

Irvine, California 92614

(Address of Principal Executive Offices)

(323) 909-2866

Registrant’s telephone number, including area code:

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

Copies to:

Donald P. Hateley, Esq.

The Hateley Firm, APC

620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660

~~Newport~~Phone: ~~Beach,~~(949) CA438-1040 ~~92660~~| Fax: (310) 388-5899

Phone: (949) 438-1040

Fax: (310) 388-5899

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 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: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered

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~~Item 34.02. ~~Unregistered~~Non-Reliance ~~Sales~~on ofPreviously ~~Equity~~Issued ~~Securities~~Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On ~~June~~May 530, ~~2024~~2026, the ~~Board~~management of ~~Directors~~Redox ~~of Intorio,~~International Group, Corp., ~~which~~(formerly ~~changed its name to Redox International Group~~Intorio, Corp.,) (the “Company”) ~~on March 10~~, ~~2025,~~together ~~approved~~with the ~~issuance of~~Board ~~an aggregate~~ of ~~50,850,000~~Directors ~~shares~~ of the Company~~’s common stock~~, ~~par~~concluded ~~value $0.0001 per share (the “Shares”), to certain~~that ~~service providers in consideration for services rendered to~~ the Company ~~due to the Company~~’s ~~inability~~previously toissued ~~pay~~unaudited ininterim ~~cash.~~financial ~~The~~statements ~~aggregate fair~~for ~~value of~~ the ~~services~~quarterly ~~rendered~~periods ~~was~~ended ~~approximately~~August ~~$101~~31,~~700,~~ ~~implying~~2024 aand ~~per~~November 30, ~~share~~2024 ~~value~~(collectively, ofthe ~~approximately~~“Affected ~~$0.002. However~~Periods”), ~~the~~as ~~Company inadvertently~~included ~~reported~~in the ~~value~~Company’s ofQuarterly ~~per~~Reports ~~share~~on ~~issuance~~Form as10-Q ~~$0.20~~filed ~~rather~~with the ~~than~~Securities ~~$0.002~~and toExchange ~~its~~Commission ~~transfer~~(the ~~agent.~~“SEC”) ~~The~~on ~~Board~~October of31, ~~Directors~~2024 ~~acknowledged the~~and ~~error~~February ~~and~~19, ~~adopted~~2025, arespectively, ~~resolution~~should ~~correcting~~no ~~the~~longer be ~~valuation~~relied upon. NoAccordingly, ~~financial~~any ~~statements~~previously ~~were~~ issued ~~with~~press ~~the~~releases, ~~incorrect~~investor ~~amount~~presentations, and ~~the~~other ~~Board has~~communications ~~notified~~describing the ~~transfer~~Company’s financial ~~agent~~results tofor ~~correct~~ the ~~error~~Affected inPeriods ~~their~~should ~~records~~likewise ~~and memorialized it in a resolution. Accordingly,~~ no ~~restatement of~~longer ~~prior~~be ~~financial~~relied ~~statements was necessary~~upon.

The ~~Shares~~determination ~~were~~to ~~issued~~restate ~~pursuant~~the tofinancial statements for the ~~exemption from~~Affected ~~registration~~Periods ~~provided~~arose byfrom ~~Regulation~~the SCompany’s ~~(for~~conclusion ~~non-U.S.~~that ~~persons)~~those ~~and~~financial ~~Section~~statements ~~4(a)(2)~~did ~~(for~~not ~~accredited~~reflect ~~U.S.~~the ~~investors)~~issuance of ~~the Securities~~50,850,000 ~~Act~~shares of ~~1933~~the Company’s common stock on June 5, as2024 ~~amended~~to certain founders, asadvisors, ~~transactions~~and ~~not~~consultants ~~involving~~under acertain ~~public~~Founder ~~offering~~Agreements and Advisory Agreements, or the related stock-based compensation required to be recognized under ASC 718, Compensation—Stock Compensation. ~~The~~As ~~recipients~~originally filed, the financial statements for each of the ~~Shares~~quarters ~~are~~ended ~~either~~August ~~non-U.S.~~31, ~~persons~~2024 ~~or accredited~~and ~~investors~~November 30, 2024 reported 3,235,000 shares of common stock issued and nooutstanding ~~general~~and ~~solicitation~~stated ~~was~~that ~~used~~the inCompany ~~connection~~had ~~with~~not issued any stock-based payments, neither of which reflected the ~~issuance~~June 5, 2024 issuances. The ~~recipients~~Company ~~consisted~~has ofdetermined ~~consultants~~that ~~and~~the compensation cost associated with these share issuances ~~advisors~~must ~~who~~be ~~provided~~measured ~~strategic,~~at ~~legal,~~the grant-date fair value of the awards and ~~business~~recognized ~~development~~over ~~services~~the applicable requisite service period in accordance with ASC 718.

~~The~~As ~~Shares~~a ~~are~~result ~~subject~~of correcting these errors, the Company expects the restatement to ~~any~~affect, ~~applicable~~for ~~restrictions~~one or more of the Affected Periods, the following: shares of common stock issued and outstanding; onweighted-average ~~transfer~~shares ~~under~~outstanding; ~~U.S.~~stock-based ~~securities~~compensation ~~laws~~expense; general and administrative expense; net loss; net loss per share; common stock; additional paid-in capital; and deferred (unearned) stock-based compensation reported within stockholders’ equity, together with the related subtotals and totals. The ~~Company~~restatement ~~did~~is non-cash in nature and is not ~~pay~~expected ~~any~~to ~~underwriters~~affect the Company’s previously reported cash, ~~brokers~~cash equivalents, or ~~placement~~total ~~agents~~cash flows. The Company is in ~~connection~~the ~~with~~process of finalizing the amount of the adjustments, ~~issuance~~which remains subject to the completion of the restatement process and the procedures of its independent registered public accounting firm.

~~Between~~The ~~September~~Company ~~2024~~intends ~~and~~to ~~January~~restate ~~2025,~~the ~~certain~~financial statements ~~affiliates~~for of the ~~Company—namely~~Affected ~~Dr.~~Periods ~~Han-Wen~~by Oufiling ~~and~~amended ~~Mr.~~Quarterly ~~Hsun-Chih~~Reports ~~Lee—resold~~on anForm ~~aggregate~~10-Q/A ofwith ~~1,725,000~~the ~~restricted~~SEC ~~shares~~as ~~of common~~promptly ~~stock~~as ~~in private transactions to eleven (11) non-U~~practicable.S. ~~persons~~Until ~~located outside~~ the ~~United~~amended reports ~~States.~~are ~~These~~filed, ~~resales~~investors ~~were~~and ~~made~~others ~~prior to~~should ~~the~~not ~~expiration~~rely ofon the ~~one-year~~financial ~~distribution~~statements ~~compliance~~and ~~period~~related ~~required~~disclosures ~~under~~for ~~Rule 904 of Regulation S of~~ the ~~Securities~~Affected ~~Act of 1933, as amended~~Periods.

~~While~~The ~~the~~ Company ~~was~~does not have a ~~direct~~separate ~~participant in~~audit ~~the transactions, as issuer of the restricted securities, it acknowledges its responsibility to ensure affiliate compliance with U~~committee.S. ~~securities laws.~~ The Company’s Board of Directors has ~~acknowledged~~discussed ~~that~~ the ~~transactions~~matters ~~may~~disclosed ~~have~~in ~~constituted~~this ~~technical~~Item ~~violations~~4.02(a) ofwith ~~Section 5 of~~ the ~~Securities~~Company’s ~~Act~~independent ~~due~~registered public toaccounting ~~the~~firm, ~~premature~~Michael ~~resale~~Gillespie of& ~~restricted~~Associates, ~~securities by affiliates~~PLLC.

InCautionary ~~response,~~Note ~~both~~Regarding ~~individuals~~Forward-Looking have voluntarily submitted written rescission offers to the respective purchasers, offering to repurchase the shares at the original purchase price. The Company has also initiated enhancements to its internal compliance policies and procedures related to affiliate resales, Regulation S compliance, and securities law reporting obligations. None of the shareholders affected accepted the rescission offer. The Company believes that the failure to accept rescission mitigates the risk of contingent liability as well as future enforcement or private claims.Statements

~~The~~This ~~Company~~Current ~~does~~Report ~~not~~on ~~currently~~Form ~~believe~~8-K ~~these~~contains ~~events~~forward-looking ~~will~~statements ~~materially~~within ~~impact~~the ~~its~~meaning ~~financial~~of ~~position~~Section or27A ~~results~~ of ~~operations~~the ~~but~~Securities ~~has~~Act ~~disclosed~~of ~~them~~1933 inand Section 21E of the ~~interest~~Securities Exchange Act of ~~transparency~~1934, including statements regarding the anticipated restatement, the expected effects thereof, and ~~regulatory compliance~~the timing of the Company’s amended filings. These ~~The~~statements are based on the Company’s ~~will~~current ~~continue~~expectations and are subject to ~~evaluate~~risks ~~whether~~and ~~further~~uncertainties ~~disclosure~~that iscould ~~required~~cause inactual results ~~future~~to ~~periodic~~differ ~~filings~~materially, including the completion of the restatement process and ~~its~~the ~~capitalization table~~related ~~reflects~~procedures of the ~~correct~~Company’s ~~per~~independent registered ~~share~~public ~~value~~accounting firm. The Company undertakes no obligation to update any forward-looking statement except as required by law.

~~ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~SIGNATURES

~~Effective~~Pursuant ~~March~~to 6,the ~~2025, Dr. Han-Wen Ou resigned~~requirements ~~from~~of ~~his position as~~ the ~~sole~~Securities ~~director~~Exchange Act of ~~Redox International Group~~1934, ~~Corp. (~~the ~~“Company”).~~registrant ~~Dr.~~has ~~Ou’s~~duly ~~resignation~~caused ~~was not~~this ~~the~~report ~~result~~to ofbe ~~any~~signed ~~disagreement with the Company~~ on ~~any matter relating to~~ its ~~operations,~~behalf ~~policies,~~by orthe ~~practices.~~undersigned ~~Dr. Ou will continue~~hereunto toduly ~~serve as our Chief Executive Officer~~authorized.

On the same date, and prior to his resignation, Dr. Ou appointed Mr. Hsun-Chih Lee to serve as a director of the Company to fill the vacancy that would be created by Dr. Ou’s resignation. Mr. Lee had previously served as an officer and affiliate of the Company and brings significant operational and industry experience. Mr. Lee’s appointment was made pursuant to the Company’s bylaws and does not involve any arrangement or understanding with any other person.

	REDOX INTERNATIONAL GROUP, CORP.

Dated: June 22, 2026	By:	/s/ Han-Wen Ou
	Name:	Han-Wen Ou
	Title:	Chief Executive Officer and Chief Financial Officer

~~The Company thanks Dr. Ou for his service and contributions and welcomes Mr. Lee to the Board.~~3

In the ordinary course of business, the Company has received advances from related parties to fund working capital needs and operating expenses. These advances are non-interest bearing, unsecured, and payable upon demand, and no formal agreements were executed in connection with such transactions.

From May 16, 2024 through August 15, 2025, Dr. Han-Wen Ou, our current chief executive officer and former director, advanced an aggregate of $103,078 to us for general working capital, and operational funding. These advances were made without any expectation of interest or equity conversion and are classified as “Due to Related Parties” on the Company’s balance sheet.

In addition, from May 16, 2024 through August 18, 2025, Mr. Hsun-Chih Lee, our current sole director, advanced us an aggregate of $94,194 under similar terms. These advances were likewise unsecured, non-interest bearing, and repayable upon demand.

There are no other material transactions between us and either Dr. Ou or Mr. Lee that would require disclosure under Item 404(a) of Regulation S-K. We may continue to rely on related party advances in the future as necessary to fund ongoing operations.

ITEM 8.01 Other Events.

On July 7, 2025, the Board of Directors of the Company, acting by written consent, adopted a resolution acknowledging that unregistered resales of common stock by its affiliates may have violated Regulation S resale restrictions. The Board further authorized:

The submission of rescission offers by the affiliates;

· A review of the Company’s compliance policies and transfer agent oversight procedures; · Coordination with securities counsel to determine any required disclosures in SEC filings; and · The preparation of a subsequent events footnote for its audited financial statements, if applicable.

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.

	REDOX INTERNATIONAL GROUP, CORP.
Dated: August 18, 2025	By:	/s/ Han-Wen Ou
	Name:	Han-Wen Ou
	Title:	Chief Executive Officer

Filing Compare · Redox International Group, Corp.