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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
July 21, 2025
Date of Report (Date of earliest event reported)
Burzynski Research Institute, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
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000-23425 |
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76-0136810 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
9432
Katy Freeway, Suite 200, Houston, TX 77055
(Address of principal executive offices)
(713) 335-5697
(Registrant’s telephone number, including
area code)
Not Applicable
(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):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
| None |
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BZYR |
|
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. ¨
EXPLANATORY NOTE
On July 24, 2025, Burzynski Research Institute, Inc. (the
“Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the resignation of Pannell
Kerr Forster of Texas, P.C. (“PKF”) as the Company’s independent registered
public accounting firm on July 21, 2025, and related matters under Item 4.01 of Form 8-K.
The Company hereby amends the Original Report by filing this Amendment
No. 1 on Form 8-K/A to include disclosures regarding the appointment of new independent registered auditors of the Company,
as required under Item 4.01(b).
Item 4.01 of the Original
Report is amended and restated in its entirety as set forth below.
Except as set forth herein,
no other modifications have been made to the Original Report.
| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
(a) Resignation of Previous Independent
Registered Public Accounting Firm
On July 21, 2025, the Company received notice
from PKF, the Company’s independent registered public accounting firm, notifying the Company that PKF had been recently acquired
by another accounting firm and would not be able to act as the Company’s registered public accounting firm in the future. As such,
the effective date of such resignation was July 21, 2025.
During the Company’s two most recent fiscal
years (ended February 28, 2025 and February 29, 2024) and the subsequent interim period through May 31, 2025, there were
no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and PKF on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of PKF, would have caused PKF to make reference to the subject matter of the disagreements in its reports on the financial statements
of the Company for such years. Also during this same period, there were no “reportable events” (within the meaning of Item
304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).
The Company has provided PKF with a copy of the
foregoing disclosures under Item 4.01 on Form 8-K prior to filing it with the U.S. Securities and Exchange Commission (“SEC”)
and has requested that PKF furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by
the Company under Item 4.01 of this Form 8-K. A copy of PKF’s letter, dated July 24, 2025, was filed as Exhibit 16.1
in the Original Report and incorporated herein by reference.
(b) Engagement of New Independent Registered Public Accounting
Firm
On September 9, 2025, the Board of Directors
of the Company approved the engagement of M&K CPA’s PLLC (“M&K”) as the independent registered public accounting
firm for the Company for the fiscal year ending February 28, 2026. During the Company’s two most recent fiscal years (ended
February 28, 2025 and February 29, 2024) and the subsequent interim period prior to the engagement of M&K, neither the Company,
nor anyone on the Company’s behalf consulted with M&K regarding (1) the application of accounting principles to a specified
transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial
statements; or (3) the subject of any “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the
Exchange Act and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K
under the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: September 11, 2025 |
BURZYNSKI RESEARCH INSTITUTE, INC. |
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By: |
/s/ Stanislaw R. Burzynski |
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Stanislaw R. Burzynski |
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President and Chairman of the Board of Director |
