[8-K] BURZYNSKI RESEARCH INSTITUTE INC Reports Material Event

Rhea-AI Filing Summary

Burzynski Research Institute, Inc. reported that Patryk P. Goscianski resigned as Chief Financial Officer, principal financial officer, principal accounting officer, and Secretary effective April 17, 2026. His resignation was stated not to result from any disagreement with the company on operations, policies, or practices.

Effective the same date, the Board appointed Stanislaw R. Burzynski, M.D., Ph.D., age 83, as Chief Financial Officer and Secretary. He already serves as President, Chairman, and principal executive officer, so he will now act as both principal executive and principal financial officer without additional compensation.

The filing reiterates that Dr. Burzynski is the controlling stockholder and a party to a New License Agreement, an Amended and Restated Research Funding Agreement, and a Royalty Agreement with the company, and notes there are no other related party transactions requiring disclosure in connection with his appointment under Item 404(a) of Regulation S-K.

Insights

Corporate governance analyst

CFO resignation concentrates financial control under the existing CEO and controlling stockholder.

The company’s CFO and Secretary resigned, and the Board immediately appointed existing President and Chairman, Dr. Stanislaw R. Burzynski, to also serve as Chief Financial Officer and Secretary. This makes him both principal executive officer and principal financial officer, further centralizing leadership.

Dr. Burzynski is also the controlling stockholder and party to multiple agreements with the company, which are referenced from the latest Form 10-K. The filing states there are no additional related party transactions requiring disclosure for this appointment under Item 404(a) of Regulation S-K, but governance oversight now relies heavily on a single individual.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

principal executive officer, principal financial officer, Emerging growth company, Item 404(a) of Regulation S-K, +1 more

5 terms

principal executive officer financial

"Dr. Burzynski currently serves as the Company’s President, Chairman of the Board of Directors and principal executive officer"

principal financial officer financial

"appointed Stanislaw R. Burzynski, M.D., Ph.D. as the Company’s Chief Financial Officer (principal financial officer and principal accounting officer)"

The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 404(a) of Regulation S-K regulatory

"there are no related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K"

related party transactions financial

"there are no related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Understanding 8-K Material Events →

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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

April 17, 2026

Date of Report (Date of earliest event reported)

Burzynski Research Institute, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-23425		76-0136810
(State or other jurisdiction of incorporation)		(Commission File Number)		(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):

	¨	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 pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2026, Patryk P. Goscianski resigned as the Chief Financial Officer (principal financial officer and principal accounting officer) (the “CFO”) and Secretary of Burzynski Research Institute, Inc. (the “Company”), effective on April 17, 2026.

Mr. Goscianski’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. A copy of Mr. Goscianski’s resignation letter is filed as Exhibit 17.1 to this Current Report on Form 8-K.

Effective on April 17, 2026, the Board of Directors appointed Stanislaw R. Burzynski, M.D., Ph.D. as the Company’s Chief Financial Officer (principal financial officer and principal accounting officer) and Secretary. Dr. Burzynski currently serves as the Company’s President, Chairman of the Board of Directors and principal executive officer, and as a result of this appointment, Dr. Burzynski will serve as both the Company’s principal executive officer and principal financial officer.

Dr. Burzynski will not receive any additional compensation in connection with this appointment.

Dr. Burzynski, 83, is the Company’s controlling stockholder and is a party to the New License Agreement, the Amended and Restated Research Funding Agreement and the Royalty Agreement with the Company as described in the Company’s Annual Report on Form 10-K for the year-ended February 28, 2025, which descriptions are incorporated herein by reference. Dr. Burzynski is the father of Gregory S. Burzynski and step-father of Monika Szopa-Paszkowiski, the other two members of the Company’s Board of Directors. Dr. Burzynski’s biographical history is set forth in the Company’s Annual Report on Form 10-K for the year-ended February 28, 2025. Other than these three agreements, there are no related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K in connection with Dr. Burzynski’s appointment as CFO and Secretary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 17.1		Resignation Letter of Patryk P. Goscianski, dated April 16, 2026.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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: April 23, 2026	BURZYNSKI RESEARCH INSTITUTE, INC.
	By:	/s/ Stanislaw R. Burzynski
		Stanislaw R. Burzynski
		President, Chief Financial Officer, Secretary and Chairman of the Board of Directors

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-17.1 EXHIBIT 17.1 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB