UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OF

~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): ~~March~~ 15August 13, 2024

SAMSARA LUGGAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-54649		26-0299456
(State of incorporation)		(Commission File Number)		(IRS Employer No.)

135 East 57th Street, Suite 18-130

New York, New York

(Address of principal executive offices and Zip Code)

(877) 421-1574

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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:

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. ☐

SECTION 4 –- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01 Changes in Registrant’s Certifying Accountant.

OnAppointment ~~March~~of ~~15, 2024, we dismissed Elkana Amitai CPA, LLC (the “Former Accountant”) as our independent registered public accounting firm and, on March 15, 2024, we engaged Pipara & Co LLP (the “~~New ~~Accountant”)~~Independent asRegistered ~~our~~Public ~~independent~~Accounting ~~registered public accounting firm. The engagement of the New Accountant was approved by our Board of Directors.~~Firm

~~The~~On ~~Former~~August ~~Accountant’s~~19, ~~audit~~2024, ~~report~~Samsara onLuggage ~~our~~Inc. ~~financial~~(the ~~statements~~“Company”) ~~for~~engaged ~~the~~Bush ~~years ended December 31, 2022~~ and ~~2021~~Associates ~~contained~~CPA no(the ~~adverse~~“New ~~opinion~~Accountant”) ~~or disclaimer of opinion, nor was it qualified or modified~~ as toits ~~uncertainty,~~independent ~~audit~~registered ~~scope~~public or accounting ~~principles,~~firm. ~~except~~The ~~that the audit report on the financial statements~~ engagement of the ~~Company~~New ~~for~~Accountant ~~the years~~was ~~ended~~approved ~~December~~by ~~31, 2022 and 2021 contained an uncertainty about~~ the Company’s ~~ability~~Board toof ~~continue as a going concern~~Directors.

~~For~~Resignation ~~the years ended December 31, 2022 and 2021, and through the interim period ended March 15, 2024, there were no “disagreements” (as such term is defined in Item 304~~ of ~~Regulation~~Independent ~~S-K)~~Registered ~~with~~Public ~~the~~Accounting Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.Firm

~~For~~On ~~the~~August ~~years ended December 31~~13, ~~2022 and 2021~~2024, ~~there~~Samsara ~~were~~Luggage ~~the~~Inc. ~~following~~(the “~~reportable events~~Company”) ~~(as~~was ~~such~~notified ~~term~~by isPipara ~~defined~~& inCo ~~Item~~LLP ~~304 of Regulation S-K~~(“Pipara”). ~~As disclosed in Part II, Item 9A~~ of ~~the~~its ~~Company’s Form~~decision ~~10-K~~to ~~for~~resign ~~the~~as ~~year ended December 31, 2022,~~ the Company’s ~~management determined that the Company’s internal controls over~~independent ~~financial~~registered ~~reporting~~accounting ~~were~~firm, ~~not~~ effective as of ~~the end of~~ such ~~period~~date.

The reports of Pipara on the Company’s ~~internal~~financial ~~controls~~statements ~~have~~for the ~~been~~two ~~remediated~~most recently completed fiscal years ended December 31, 2023 and did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Pipara’s audit report on the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and included an explanatory paragraph ~~date~~contained ofan ~~this~~uncertainty ~~Current~~about ~~Report~~the onCompany’s ~~Form~~ability ~~8-K~~to continue as a going concern.

~~Other~~During ~~than~~the asCompany’s ~~disclosed~~two ~~above,~~most ~~there~~recently ~~were no reportable events for~~completed ~~the~~fiscal years ended December 31, ~~2022~~2023, and ~~2021.~~the ~~Our~~subsequent ~~Board~~interim ofperiod ~~Directors~~through ~~discussed~~ the ~~subject~~date ~~matter~~ of ~~each~~resignation, ~~reportable~~there ~~event~~were ~~with~~no ~~the Former~~“disagreements” ~~Accountant.~~(as Wesuch ~~authorized~~term ~~the~~is ~~Former~~defined ~~Accountant~~in toItem ~~respond~~304 ~~fully~~of ~~and~~Regulation ~~without~~S-K) ~~limitation~~with toPipara ~~all~~on ~~requests~~any matter of ~~the~~accounting ~~New~~principles ~~Accountant~~or ~~concerning~~practices, financial statement ~~all~~disclosure, ~~matters~~or ~~related~~auditing toscope ~~the~~or ~~audited~~procedures, ~~period~~which bydisagreements if not resolved to the ~~Former~~satisfaction ~~Accountant,~~of ~~including~~Pipara ~~with~~would ~~respect~~have caused them to ~~the~~make ~~subject~~reference ~~matter~~thereto ofin ~~each~~their ~~reportable~~reports ~~event~~on the financial statements for such periods.

~~Prior~~During tothe ~~retaining~~Company’s ~~the~~two ~~New~~most ~~Accountant~~recently completed fiscal years ended December 31, 2023, and the ~~Company~~subsequent ~~did~~interim ~~not~~period ~~consult with~~through the ~~New~~date ~~Accountant~~of ~~regarding~~resignation, ~~either:~~there were no “reportable events” (i)as ~~the~~defined ~~application~~in Item 304(a)(1)(v) of ~~accounting~~Regulation ~~principles~~S-K), toother athan ~~specified~~as ~~transaction~~disclosed in Part II, ~~either~~Item ~~contemplated~~9A of the Company’s orForm ~~proposed~~10-K for the year ended December 31, or2023, where the ~~type~~Company’s ofmanagement, ~~audit~~our ~~opinion~~principal ~~that~~executive ~~might~~officer beand ~~rendered~~principal onfinancial officer determined that the Company’s ~~financial~~internal ~~statements;~~controls orover ~~(ii)~~financial ~~any~~reporting ~~matter~~concluded that ~~was~~ ~~the~~our ~~subject~~disclosure ofcontrols aand ~~“disagreement”~~procedures were oreffective at a ~~“reportable~~reasonable ~~event”~~assurance (level as ~~those~~of ~~terms~~the ~~are~~end ~~defined~~of inthe ~~Item~~period ~~304~~covered ofby ~~Regulation S-K)~~the report.

OnThe ~~March 15, 2024, the~~ Company provided ~~the~~Pipara ~~Former Accountant~~ with ~~its~~ ~~disclosures~~a incopy ~~the~~of ~~Current~~this ~~Report~~report on Form 8-K in ~~disclosing~~accordance ~~the~~with ~~dismissal~~Item 304(a) of ~~the~~Regulation ~~Former~~S-K ~~Accountant~~prior to its filing with the Securities and ~~requested~~Exchange inCommission ~~writing~~and requested that ~~the~~Pipara ~~Former Accountant~~ furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether orit agrees with the above statements and, if it does not ~~they~~agree, the respects in which it does not agree. As of the date of this report, Pipara has not agreed nor declined ~~with~~to provide such ~~disclosures~~letter. ~~The~~A ~~Former~~copy ~~Accountant’s~~of ~~response~~the isletter from Pipara will be filed as anExhibit ~~exhibit~~16.1 toby ~~this~~amendment ~~Current~~immediately ~~Report~~upon onreceipt ~~Form~~of ~~8-K~~such letter duly executed by Pipara.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from Elkana Amitai CPA, LLC to the Securities and Exchange Commission
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
16.1		Letter from Pipara & Co LLP to the Securities and Exchange Commission
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

to be filed by amendment to this report on SEC Form 8-K.

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.

Samsara Luggage, Inc. /s/ John-Paul Backwell John-Paul Backwell CEO Date: August 19, 2024

~~/s/ John-Paul Backwell John-Paul Backwell, CEO Date: March 18, 2024~~2

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