8-K/A - CYCA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 19, 2025

Date of Report

(Date of earliest event reported)

CYTTA CORP.
(Exact name of registrant as specified in its charter)
Nevada	000-55976	98-0505761
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(State or other jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

5450 W Sahara Avenue, Suite 300A Las Vegas, NV 89146

(Address of principal executive offices, including zip code)

(702) 900-7022

(Registrant’s telephone number, including area code)

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Explanatory Note This Amendment No. 1 to the Current Report on Form 8-K amends Item 4.01 of the Current Report on Form 8-K filed on June 13^th^, 2025 (the “Original Form 8-K”) wherein Cytta had provided Prager Metis CPAs, LLC (“PM”) with the disclosures under Item 4.01(a) and had requested PM to furnish Cytta with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by Cytta in this Item 4.01(a) and, if not, stating the respects in which it does not agree. A copy of Prager Metis CPAs, LLC’s letter, dated July 1, 2025, is filed as Exhibit 16.1 to this Form 8-K/A.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from Prager Metis CPAs, LLC to the Securities and Exchange Commission dated July 1, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL)
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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 hereunto duly authorized.

	Cytta Corp.
Date: July 1, 2025	By:	/s/ Gary Campbell
		Name: Gary Campbell
		Title: Chief Executive Officer
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cyca_ex161.htm EXHIBIT 16.1

July 1, 2025<br> <br><br> <br>Securities and Exchange Commission<br> <br>100 F Street, N.E.<br> <br>Washington, D.C. 20549-7561<br> <br><br> <br>Dear Sirs/Madams:
We are writing to you in response to the request of Cytta Corp. (the “Company”) pursuant to Item 304(a)(3) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission (“Regulation S-K”), regarding the Current Report on Form 8-K of the Company (the “8-K”) filed with the Securities and Exchange Commission on June 13, 2025. Specifically, Prager Metis CPAs, LLC (“PM” or the “Firm”) agrees, disagrees or has no basis to agree or disagree, with certain statements concerning our Firm set forth in Item 4.01 of the 8-K, as described below. To the extent we do not discuss or comment on other statements contained therein, we have no basis to agree or disagree.<br> <br><br> <br>PM agrees with the first two sentences of the first paragraph. PM has no basis to agree or disagree with the third sentence relating to “independent review” as PM was unable to assess the “independent review” as to qualifications and independence of those who performed the independent review, methodologies used, evidence collected or the basis for the conclusions reached. PM was not aware of the “independent review” until it had been completed, and the Company’s Board of Directors had concluded that the Sales Orders provided by a third-party consultant were fraudulent and/or negligent.<br> <br><br> <br>PM agrees with the statements in the second and third paragraphs of the 8-K.<br> <br><br> <br>PM disagrees with the fourth paragraph. The Company failed to disclose that the independent third-party consultant’s fraudulent and/or negligent Sales Orders which were recorded in the December 31, 2024 Quarterly Financial Statements, as disclosed in the 8-K and also disclosed in the 8-K Report filed on June 12, 2025 by the Company, caused the 10-Q Report for the period ending December 31, 2024 to be materially misstated. Further, PM disagrees that the subsequent interim periods were through December 31, 2024. The subsequent interim periods were through May 19, 2025.<br> <br><br> <br>PM disagrees with the fifth paragraph. Had the “independent review” of the Sales Orders provided by a third-party consultant (as discussed above) been further evaluated by PM or if further investigation was performed on the Sales Orders, it might have materially impacted the fairness or reliability of the financial statements subject to PM’s audits or reviews (beyond 10- Q Report for the period ending December 31, 2024) or affected PM’s willingness to be associated with the Company’s financial statements. As of PM’s termination, no further investigation had occurred. PM requested access to the “independent review” materials, from the Company and Board of Directors, but was not given sufficient information to evaluate the materials.

July 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams:

We are writing to you in response to the request of Cytta Corp. (the “Company”) pursuant to Item 304(a)(3) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission (“Regulation S-K”), regarding the Current Report on Form 8-K of the Company (the “8-K”) filed with the Securities and Exchange Commission on June 13, 2025. Specifically, Prager Metis CPAs, LLC (“PM” or the “Firm”) agrees, disagrees or has no basis to agree or disagree, with certain statements concerning our Firm set forth in Item 4.01 of the 8-K, as described below. To the extent we do not discuss or comment on other statements contained therein, we have no basis to agree or disagree. PM agrees with the first two sentences of the first paragraph. PM has no basis to agree or disagree with the third sentence relating to “independent review” as PM was unable to assess the “independent review” as to qualifications and independence of those who performed the independent review, methodologies used, evidence collected or the basis for the conclusions reached. PM was not aware of the “independent review” until it had been completed, and the Company’s Board of Directors had concluded that the Sales Orders provided by a third-party consultant were fraudulent and/or negligent. PM agrees with the statements in the second and third paragraphs of the 8-K. PM disagrees with the fourth paragraph. The Company failed to disclose that the independent third-party consultant’s fraudulent and/or negligent Sales Orders which were recorded in the December 31, 2024 Quarterly Financial Statements, as disclosed in the 8-K and also disclosed in the 8-K Report filed on June 12, 2025 by the Company, caused the 10-Q Report for the period ending December 31, 2024 to be materially misstated. Further, PM disagrees that the subsequent interim periods were through December 31, 2024. The subsequent interim periods were through May 19, 2025. PM disagrees with the fifth paragraph. Had the “independent review” of the Sales Orders provided by a third-party consultant (as discussed above) been further evaluated by PM or if further investigation was performed on the Sales Orders, it might have materially impacted the fairness or reliability of the financial statements subject to PM’s audits or reviews (beyond 10- Q Report for the period ending December 31, 2024) or affected PM’s willingness to be associated with the Company’s financial statements. As of PM’s termination, no further investigation had occurred. PM requested access to the “independent review” materials, from the Company and Board of Directors, but was not given sufficient information to evaluate the materials.

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We understand that under applicable SEC regulations, the Company is required to file this letter as an exhibit to the Form 8-K.<br> <br><br> <br>Sincerely,<br> <br><br> <br>/s/ Prager Metis CPAs, LLC<br> <br>Hackensack, New Jersey

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