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Lifeloc Technologies (LCTC) details auditor resignation and 2026 shareholder vote outcomes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lifeloc Technologies, Inc. reported that Assure CPA, LLC resigned as its independent registered public accounting firm on June 3, 2026, after selling substantially all of its assets to Sadler, Gibb & Associates, LLC and ceasing public accounting operations. Assure’s audit reports for 2024 and 2025 contained no adverse opinions, and the company reports no disagreements or reportable events under Regulation S-K.

The company also summarized results of its June 3, 2026 annual meeting. Shareholders elected five directors, ratified the appointment of Assure CPA as independent auditor for fiscal 2026, approved an advisory say-on-pay vote on executive compensation, and adopted Amended and Restated Articles of Incorporation.

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 2,752,616 shares Common stock outstanding and entitled to vote as of April 30, 2026
Meeting quorum 2,275,602 shares (82.7%) Shares represented at the June 3, 2026 annual meeting
Director election support 2,246,607 for / 13,681 withheld Votes for each of the five director nominees
Auditor ratification vote 2,274,325 for / 1,277 against Ratification of Assure CPA as independent registered public accountant for 2026
Say-on-pay support 2,209,786 for / 3,004 against Advisory vote on executive compensation; 62,812 broker non-votes
Articles amendment approval 2,210,827 for / 1,963 against Approval of Amended and Restated Articles of Incorporation; 62,812 broker non-votes
independent registered public accounting firm financial
"resigning, effective June 3, 2026, as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
say-on-pay financial
"Stockholders voted, by advisory vote, on the compensation of named executive officers (say-on-pay)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Amended and Restated Articles of Incorporation regulatory
"Stockholders voted to approve the Amended and Restated Articles of Incorporation."
A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.
broker non-votes financial
"0 | | 15,314"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
false 0001493137 0001493137 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): June 5, 2026 (June 3, 2026)

 

LIFELOC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Colorado   000-54319   84-1053680
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

12441 West 49th Ave., Unit 4    
Wheat Ridge, CO   80033
(Address of Principal Executive Offices)   (Zip Code)

 

(303) 431-9500

(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 (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: 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 Changes in Registrant’s Certifying Accountant.

 

(a) Resignation of Independent Registered Public Accounting Firm.

 

On June 3, 2026, Assure CPA, LLC (“Assure”) notified Lifeloc Technologies, Inc. (the “Company”) that it was resigning, effective June 3, 2026, as the Company’s independent registered public accounting firm. Assure’s resignation resulted from the sale of substantially all of Assure’s assets to Sadler, Gibb & Associates, LLC (“Sadler Gibb”) and Assure’s cessation of operations as a public accounting firm. The professionals who served the Company at Assure have continued in their roles at Sadler Gibb.

 

Assure’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

The resignation was not the result of any action by, or recommendation or approval of, the Company’s board of directors or audit committee; it arose solely from the transaction described above. The Company’s audit committee was informed of the resignation.

 

During the fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through June 3, 2026, there were (i) no disagreements with Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Assure’s satisfaction, would have caused Assure to make reference to the subject matter of the disagreement in connection with its reports, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Assure with a copy of the disclosures in this Item 4.01 and has requested that Assure furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of that letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting of Shareholders on June 3, 2026. As of the record date (April 30, 2026), 2,752,616 shares of common stock were outstanding and entitled to vote. A quorum of 2,275,602 shares (82.7%) was represented. The final voting results on each matter were as follows:

 

1.       Lifeloc stockholders voted to elect five individuals to the Board of Directors for the succeeding year as set forth below.

 

Name

Number of Shares

For

   Number of Shares Withheld   Number of Shares Abstaining   Broker Non-Votes
Wayne R. Willkomm, Ph.D. 2,246,607   13,681   0   15,314
Vern D. Kornelsen 2,246,607   13,681   0   15,314
Donald E. Siecke 2,246,607   13,681   0   15,314
Michael J. Kornelsen, D.M.A. 2,246,607   13,681   0   15,314
Adam Kashenberg 2,246,607   13,681   0   15,314

 

2.       Stockholders voted to ratify the appointment of Assure CPA as its independent registered public accountant for fiscal year 2026 as set forth below.

 

Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
 2,274,325   1,277   0   0 

 

3.       Stockholders voted, by advisory vote, on the compensation of named executive officers (say-on-pay).

 

Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
 2,209,786  3,004  0  62,812

 

 

 
 

4.       Stockholders voted to approve the Amended and Restated Articles of Incorporation.

 

Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
 2,210,827  1,963  0  62,812

Item 9.01 Financial Statements and Exhibits.
   

(d) Exhibits.

 

Exhibit No. Description
  3.1  Amended and Restated Articles of Incorporation of Lifeloc Technologies, Inc.
 16.1  Letter from Assure CPA, LLC
 104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  June 5, 2026 LIFELOC TECHNOLOGIES, INC.
     
  By:   /s/ Wayne R. Willkomm, PhD
    Wayne R. Willkomm, PhD
Chief Executive Officer and Director

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Lifeloc Technologies (LCTC) change its independent auditor in 2026?

Lifeloc’s auditor, Assure CPA, LLC, resigned effective June 3, 2026 because it sold substantially all of its assets to Sadler, Gibb & Associates, LLC and ceased operations as a public accounting firm. The professionals serving Lifeloc moved to Sadler Gibb.

Did Lifeloc Technologies (LCTC) report any disagreements with Assure CPA?

Lifeloc reports no disagreements with Assure CPA on accounting principles, financial statement disclosure, or audit scope and procedure. It also reports no “reportable events” under Item 304(a)(1)(v) of Regulation S-K during 2024, 2025, or the interim period through June 3, 2026.

What were the shareholder voting results for Lifeloc Technologies (LCTC) directors?

Shareholders elected five directors, with each nominee receiving 2,246,607 shares voted for and 13,681 shares withheld. There were 15,314 broker non-votes for each director. No shares abstained. The results show strong support for the full board slate.

How many Lifeloc Technologies (LCTC) shares were eligible and present at the 2026 annual meeting?

As of the April 30, 2026 record date, 2,752,616 shares of common stock were outstanding and entitled to vote. A quorum of 2,275,602 shares, representing 82.7% of eligible shares, was present or represented at the annual meeting.

How did Lifeloc Technologies (LCTC) shareholders vote on say-on-pay in 2026?

Shareholders approved the advisory say-on-pay resolution on named executive officer compensation, with 2,209,786 shares for, 3,004 against, no abstentions, and 62,812 broker non-votes. This indicates broad shareholder support for the company’s executive pay practices.

Did Lifeloc Technologies (LCTC) amend its Articles of Incorporation in 2026?

Yes. Shareholders approved Amended and Restated Articles of Incorporation with 2,210,827 shares for, 1,963 against, no abstentions, and 62,812 broker non-votes. The approved document is filed as Exhibit 3.1 to the report for investor reference.

Filing Exhibits & Attachments

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