UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 event reported): ~~April~~June 417, 2024

AccuStem Sciences Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-56257

87-3774438

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5 Penn Plaza, 19^thFloor, #1954

New York, NY

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 00 44 2074952379

(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))

☐ 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

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 4.01

Change in Registrant’s Certifying Accountant.

On ~~April~~June 417, 2024, ~~Accustem~~Mercurius ~~Sciences,~~LLP ~~Inc.~~ (~~the~~ “~~Company~~Mercurius”) was ~~notified~~appointed ~~that~~as ~~Mazars~~Accustem ~~USA~~Sciences, ~~LLP~~Inc.’s (the “~~Mazars~~Company”), ~~the Company’s~~ independent registered public accounting firm~~, will resign as auditor effective with the filing of the Company’s Form 10-Q for the quarter ended March 31, 2024 and no later than May 31, 2024~~.

~~The~~During ~~reports~~the years ended December 31, 2023 and 2022 and through June 17, 2024, the date the audit committee of ~~Mazars~~the Board approved the engagement of Mercurius as the Company’s independent registered public accounting firm, neither the Company nor anyone on the Company’s ~~financial~~behalf ~~statements~~consulted with ~~for~~Mercurius ~~each~~regarding (i) the application of ~~fiscal~~accounting ~~years~~principles ~~ended~~to ~~December~~a 31specified transaction, ~~2023~~either ~~and~~completed ~~2022~~or ~~did~~proposed, ~~not~~or ~~contain~~the antype ~~adverse~~of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by the Company that the Company concluded was an important factor considered by the Company in reaching a ~~disclaimer~~decision ofas to ~~opinion~~the accounting, ~~nor~~auditing ~~were~~or ~~they~~financial ~~qualified~~reporting issue; or ~~modified~~(ii) asany tomatter ~~uncertainty~~that was either the subject of a disagreement, ~~audit~~as ~~scope~~that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act, or ~~accounting~~a ~~principle~~reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

During the fiscal years ended December 31, 2023 and 2022, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Mazars 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 Mazars would have caused Mazars to make reference thereto in their reports on the financial statements for such years. The Company disclosed in its Form 10-K for the fiscal year ended December 31, 2023, that it did not maintain effective internal control over financial reporting due to a lack of accounting resources and other oversight procedures.

The Company provided Mazars with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Mazars furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of Mazars’ letter, dated April 10, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Company is in the process of retaining a new independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
16.1		Letter from Mazars USA LLP dated April 10, 2024.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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, thereunto duly authorized.

	ACCUSTEM SCIENCES INC.
Date: April 10, 2024	By:	/s/ Wendy Blosser
Date: December 30, 2024	By:	/s/ Wendy Blosser
		Wendy Blosser Chief Executive Officer
		Wendy Blosser
		Chief Executive Officer

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