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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
Date
of Report (Date of earliest event reported): November 1, 2025
Norris
Industries, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-55695 |
|
46-5034746 |
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4102 Palo Pinto St, Suite B
Weatherford, Texas
|
|
76086 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (855) 809-6900
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
on exchange on which registered |
| Common
Stock |
|
NRIS |
|
OTCMKTS |
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 Instructions 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)) |
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
On
November 1, 2025, the partners and professional staff of Horne LLP (“Horne”), which was engaged as the independent registered
public accounting firm of the registrant, Norris Industries, Inc. (the “Company”), joined BDO USA, P.C. (“BDO”).
As a result of this transaction, Horne resigned as the Company’s independent registered public accounting firm on October 31, 2025.
On November 1, 2025, following the resignation of Horne, the Company, through and with the approval of its Board of Directors, appointed
BDO as its independent registered public accounting firm.
The
report of Horne on the financial statements of the Company for the fiscal year ended February 28, 2025, and February 29, 2024 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the Company’s fiscal year ended February 28, 2025, and February 29, 2024 and through October 31, 2025, there were no disagreements
between the Company and Horne 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 Horne, would have caused Horne to make reference to the subject
matter of the disagreements in connection with its audit report on the Company’s financial statements. During the Company’s
past fiscal year ended February 28, 2025, and the interim period through October 31, 2025, Horne did not advise the Company of any of
the matters specified in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Horne with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with
the Securities and Exchange Commission and requested that Horne furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A
copy of the letter from Horne is filed as Exhibit 16.1 hereto.
During
the Company’s two most recently completed fiscal years and through the date of engagement of BDO, neither the Company nor anyone
on behalf of the Company consulted with BDO regarding (a) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the
Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv)and
(v), respectively, of Regulation S-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| 16.1 |
Letter from Horne LLP, dated November 1, 2025, addressed to the Securities and Exchange Commission. |
| |
|
| 104 |
Cover Page Interactive Data file (embedded within the Inline
XBRL document). |
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.
| |
NORRIS
INDUSTRIES, Inc. |
| |
|
|
| Dated: November 3, 2025 |
By: |
/s/
Patrick L. Norris |
| |
|
Patrick L. Norris, |
| |
|
Chief Executive Officer |
