UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

~~_______________________~~Current Report

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the

~~PURSUANT~~Securities TOExchange Act ~~SECTION~~of ~~13 OR 15(d)~~1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date of ~~ACT~~earliest OFevent ~~1934~~reported): September 30, 2024

Date of Report (Date of earliest event reported): September 15, 2023

PishPosh, Inc.

(Exact name of Registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	~~001-41623~~	88001-~~2267409~~41623	88-2267409
(State or other Jurisdiction ofIncorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File No.)	(IRS Employer Identification No.)

1915 Swarthmore Avenue Lakewood, New Jersey 08701 (Address of Principal Executive Offices) (Zip Code)

1915 Swarthmore Avenue
Lakewood, New Jersey		08701
(Address of principal executive offices)		(Zip Code)

~~(813) 659-5921 (~~Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including area ~~Area~~code: ~~Code~~(732) 905-3716

N/A

(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:

☐ 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~~Registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class Trading Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on which ~~Registered~~registered N/A N/A N/A

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. ☐

IfItem an4.01 ~~emerging~~Changes ~~growth~~in ~~company,~~Registrant’s ~~indicate~~Certifying 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 ActAccountant.

Resignation of Independent Registered Public Accounting Firm

~~Item~~On ~~5.02.~~September ~~Departure~~30, of2024, ~~Directors~~in orconjunction ~~Certain~~with ~~Officers;~~its exit ~~Election~~from ofproviding ~~Directors;~~audit ~~Appointment~~services ofto ~~Certain~~publicly ~~Officers;~~traded ~~Compensatory~~companies, ~~Arrangements~~Morison ofCogen ~~Certain~~LLP ~~Officers~~(“Morison Cogen”) resigned from its role as independent registered public accounting firm for PishPosh, Inc. (the “Company”).

~~Appointment~~The reports of ~~Director~~Morison Cogen’s on the Company’s financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: Morison Cogen’s report on the financial statements of the Company as of December 31, 2023 and 2022 and for the years then ended, contained a separate paragraph stating, “The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced net losses and negative cash flows from operations for the years ended December 31, 2023 and 2022, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

OnDuring ~~September~~the 8two most recent fiscal years, ended December 31, 2023, and December 31, 2022, and the ~~Company’s~~subsequent ~~Board~~interim ofperiod ~~Directors~~through September 30, 2024, (~~“Board”~~i) ~~increased~~there ~~the~~were ~~size~~no disagreements (as defined in Item 304(a)(1)(iv) of ~~the~~Regulation ~~Board~~S-K ~~from~~and ~~five~~the ~~directors~~related instructions to ~~six~~Item ~~directors~~304 ~~and,~~of ~~effective~~Regulation asS-K) with Morison Cogen on any matter of ~~September~~accounting 15principles or practices, ~~2023~~financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~Board~~satisfaction ~~appointed~~of ~~Hank~~Morison ~~Cohn~~Cogen, aswould ahave ~~director~~caused Morison Cogen to ~~fill~~make reference to the ~~vacancy~~subject ~~created~~matter byof the disagreements in connection with its reports on the Company’s financial statements for such ~~increase~~years, and (ii) there were no “reportable events,” as defined in ~~the~~Item ~~size~~304(a)(1)(v) of ~~the~~Regulation ~~Board~~S-K.

~~Mr.~~The ~~Cohn~~Company ~~has~~provided ~~over~~Morison 28Cogen ~~years~~with ~~of experience across~~ a ~~variety~~ copy of ~~industries~~the ~~including~~above ~~software,~~disclosures ~~technology, financial services, medical software, ambulatory care~~ and ~~business~~requested ~~management.~~that ~~From~~Morison ~~2006-~~Cogen ~~2009~~furnish ~~Mr. Cohn served as~~ the ~~CEO of PracticeOne, a medical software company, where he was responsible for restructuring the company and brought the~~ Company ~~from~~with a ~~$2.5~~letter ~~million~~addressed ~~loss per annum~~ to ~~profitability in six months. Following~~ the ~~sale~~Securities ofand ~~PracticeOne~~Exchange inCommission stating ~~2009,~~whether ~~Mr.~~or ~~Cohn~~not ~~has~~it ~~served~~agrees aswith the ~~Owner~~statements ofmade ~~P1 Billing which provides a full suite of revenue cycle services to physicians and medical clinics~~above. InA ~~2017,~~copy ~~Mr. Cohn co-founded New Hope Ranch, a residential treatment center in Texas, where he served as CEO and led the company to reaching profitability within one year~~ of ~~founding,~~Morison ~~and~~Cogen’s ~~eventually~~letter ~~sold~~dated ~~New~~October ~~Hope Ranch to Discovery Behavioral Health in 2021. In 2021~~10, ~~Mr. Cohn~~2024, ~~then~~is ~~co-founded Harmony Road Recovery, an outpatient mental health and substance abuse clinic, where he currently serves~~ attached as ~~CEO/Co-founder.~~Exhibit Mr16.1 ~~Cohn~~to ~~also~~this ~~has~~Current ~~experience~~Report ~~within~~on ~~the~~Form ~~financial services industry, servicing as the Vice President of Atlas Capital Services from 2002~~8-~~2003 and Associate at the Middleton Group, LLC from 1999-2001~~K. ~~Mr. Cohn graduated from Beth Medrash Govoha with a Bachelor of Arts in 1992 and a Master of Arts in 1994 and graduated from Baruch College with an MBA in Finance and Investments.~~

~~SIGNATURE~~Appointment of New Independent Registered Public Accounting Firm

~~Pursuant~~On toOctober ~~the~~3, ~~requirements~~2024, of the ~~Securities~~Company ~~Exchange~~engaged ~~Act~~Stephano Slack ofLLC ~~1934,~~(“Stephano”) as the ~~Registrant~~Company’s ~~has~~independent ~~duly~~registered ~~caused~~public ~~this~~accounting ~~report~~firm tofor bethe ~~signed~~fiscal onyear ~~its~~ended ~~behalf~~December 31, by2024, ~~the~~effective ~~undersigned hereunto duly authorized~~immediately.

Date: September 21, 2023	PishPosh, Inc.
	By:	/s/ Charlie Birnbaum
	Name:	Charlie Birnbaum
	Title:	Chief Executive Officer

During the fiscal years ended December 31, 2023, and December 31, 2022, and the subsequent interim period through October 3, 2024, neither the Company nor anyone on its behalf has consulted with Stefano Slack LLC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Stephano concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter dated October 10, 2024, from Morison Cogen LLP to the U.S. Securities and Exchange Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	PISHPOSH, INC.

Date: October 10, 2024	By:	/s/ Eric Sherb
		Name:	Eric Sherb
		Title:	Chief Financial Officer

Filing Compare · PishPosh, Inc.