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NASDAQ: SHAZ SharonAI Holdings Inc. 8-K

SharonAI dismisses HoganTaylor, hires EY as auditor, discloses prior material weakness

Filed September 24, 2026 · Period ending September 20, 2026 · ~1 min read

5 key changes 3 high relevance 1 section

Key Changes

  • high

    SharonAI dismissed HoganTaylor as its independent auditor effective September 20, 2026, following Audit Committee approval.

  • high

    Ernst & Young was engaged effective September 23, 2026 to audit the Company's fiscal year 2026 financial statements.

  • high

    The filing discloses a material weakness in internal control over financial reporting identified by HoganTaylor, previously reported in the 2025 Form 10-K.

  • medium

    HoganTaylor's audit reports for fiscal years 2024 and 2025 were clean, with no adverse opinions, disclaimers, or qualifications.

  • medium

    The Company states there were no disagreements with HoganTaylor on accounting principles, financial statement disclosure, or auditing scope.

Summary

SharonAI Holdings Inc. has replaced its independent auditor, dismissing HoganTaylor LLP effective September 20, 2026, and engaging Ernst & Young as its new auditor for the fiscal year 2026 audit. The change was approved by the Audit Committee and followed a competitive process.

The filing states that HoganTaylor's audit reports for fiscal years 2024 and 2025 were clean, and there were no disagreements between the company and HoganTaylor on accounting principles, financial statement disclosure, or auditing scope.

However, the filing also discloses that HoganTaylor identified a material weakness in the company's internal control over financial reporting, which was previously reported in the company's 2025 Form 10-K. A material weakness is a significant deficiency in internal controls that could lead to a material misstatement of financial statements. This is a concern for investors because it indicates that the company's financial reporting processes may not be fully reliable. Investors should note that while the auditor change itself appears amicable, the existence of a material weakness is a red flag that warrants attention. The company has not yet disclosed whether the material weakness has been remediated or what steps are being taken to address it. The engagement of a new auditor may bring fresh scrutiny to the company's financial reporting and internal controls.

Section-by-Section Diff

Event · Item 4.01 — Changes in Registrant's Certifying Accountant

~600 words

SharonAI dismissed HoganTaylor and hired EY as its new auditor, disclosing a prior material weakness.

2 Added
Added No disagreements with prior auditor medium

Added in current filing · verify on EDGAR →

there were (a) no disagreements (as defined in Item 304(a) (1) (iv) of Regulation S-K and the related instructions) between the Company and HoganTaylor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures

The Company states there were no disagreements with HoganTaylor on accounting principles, financial statement disclosure, or auditing scope during the period from January 6, 2026 through the dismissal date. This suggests the auditor change was not driven by disputes over accounting treatment.

Added Material weakness disclosure high

Added in current filing · verify on EDGAR →

no “reportable events” (as defined in Item 304(a) (1) (v) of Regulation S-K and the related instructions), other than the material weakness identified by HoganTaylor as disclosed in the Company’s Annual Report on Form 10-K filed on March 31, 2026.

The only reportable event disclosed is a material weakness in internal control over financial reporting that HoganTaylor identified and that was previously disclosed in the Company's 2025 Form 10-K. This is a significant internal control deficiency that investors should be aware of.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 24, 2026 · How we verify