House of Doge Inc. disclosed a trio of material events in a regulatory filing dated July 29, 2026, including a change in its independent accounting firm, the identification of material weaknesses in its internal financial controls, and a new short-term borrowing arrangement by a subsidiary.
Auditor change and internal control weaknesses
On July 23, the audit committee and board of directors approved the dismissal of CBIZ CPAs P.C. as the company’s independent registered public accounting firm and simultaneously engaged Davidson & Company LLP as its replacement. The filing states that CBIZ’s audit report for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. However, CBIZ’s report did include an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern.
The company also disclosed that it had identified material weaknesses in its internal control over financial reporting during the quarter ended March 31, 2026. These weaknesses related to the review and approval of cash disbursements, officer expense reimbursements, and related journal entries; the reconciliation and approval of general ledger accounts; controls over income tax accounts and disclosures; the ability to record and disclose complex transactions involving debt or equity features; and the absence of cybersecurity policies and procedures. The audit committee discussed these matters with CBIZ, and the company has authorized CBIZ to respond fully to any inquiries from Davidson concerning the subject matter of the reportable events.
The company stated there were no disagreements with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that would have caused CBIZ to make reference to the subject matter in its reports. CBIZ provided a letter to the SEC, dated July 29, 2026, agreeing with the statements made in the filing.
$1.4 million short-term note
In a separate item, the company reported that its wholly owned subsidiary, Dogecoin Ventures, Inc., issued an unsecured subordinated short-term note on July 28, 2026 to lender Devlin DeFrancesco in the principal amount of $1.4 million. The note matures on July 27, 2027 and carries an interest rate of 10.714% per annum, accrued annually and payable in cash at maturity or upon earlier repayment.
The principal sum is to be repaid not in cash but through the delivery of 2,227,300 unrestricted and registered shares of CleanCore Solutions, Inc. common stock, which are currently owned by Dogecoin Ventures and pledged to the company’s senior lenders. Repayment may only occur after the company has fully repaid its senior convertible promissory note with YA II PN, Ltd., dated December 4, 2025. The note is unsecured, and no assets have been pledged by the borrower to secure the obligation.
The filing notes that the issuance of the note constitutes the creation of a direct financial obligation of the company. The note also contains customary events of default, including failure to pay principal or interest when due, bankruptcy events, and cessation of business operations.