UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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581 Boston Mills Road, Suite 300
Hudson, Ohio 44087
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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Item 4.01 Changes in Registrant’s Certifying Accountant
(a) On September 27, 2026, Goldenwell Biotech, Inc. (the “Company”) notified Michael Gillespie & Associates, PLLC (“Gillespie & Associates”), that the Company had dismissed Gillespie & Associates as the independent registered public accounting firm of the Company. The board of directors of the Company recommended and approved of the dismissal.
The report of Gillespie & Associates regarding the Company’s financial statements as of December 31, 2025 and 2024 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of Gillespie & Associates, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.
For the years ended December 31, 2025 and 2024, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Gillespie & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Gillespie & Associates, would have caused them to make reference thereto in their report on the Company’s financial statements for such years ended December 31, 2025 and 2024. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Gillespie & Associates a copy of the above disclosures and requested Gillespie & Associates to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Item 304(a)(1)(v) of Regulation S-K’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On September 22, 2026, the board of directors of the Company resolved to engage the independent registered public accounting firm Privatco CPA Limited (“Privatco”) as the Company’s new independent registered public accountants, which appointment Privatco has accepted.
During the two most recent fiscal years and the interim period preceding the engagement of Privatco, the Company has not consulted with Privatco regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Privatco or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with Gillespie & Associates and therefore did not discuss any past disagreements with Privatco.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit |
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| Letter from Michael Gillespie & Associates, PLLC., dated September 29, 2026. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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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.
| GOLDENWELL BIOTECH, INC. | ||
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Date: September 29, 2026 | By: | /s/ Shuang Liu | |
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| Name: Shuang Liu |
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| Title: Chief Executive Officer |
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