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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): February 12, 2026
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
4.02(b). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Background
On
February 12, 2026, Norris Industries, Inc. (the “Company”) received a letter addressed to the Board of Directors (the “Board”)
from BDO USA, P.C. (“BDO”), the Company’s former independent registered public accounting firm. In that letter, BDO
communicated its view regarding the historical accounting classification of the Company’s Class A Preferred Stock (the “Preferred
Stock”) and communicated that BDO concluded that the Company’s historical accounting treatment was incorrect. BDO
further stated that the Company’s previously issued financial statements for the fiscal years ended February 28, 2025 and February
29, 2024, should no longer be relied upon.
For
the fiscal years ended February 2018 through February 2025, the Company presented the Preferred Stock within permanent equity.
Accounting
Classification of Preferred Stock
The
Company believes that the accounting treatment of the Preferred Stock involves the application of accounting guidance that requires significant
professional judgment and evaluation of specific facts and circumstances. Management understands that BDO has expressed an interpretive
view that differs from management’s historical interpretation. The Company considers this matter to involve differing professional
judgments regarding the application of accounting guidance and has not concluded that its historical accounting treatment was incorrect.
Board
Evaluation and Next Steps
In
light of BDO’s letter dated February 12, 2026, the Board is evaluating the matters raised therein and whether any additional disclosure
is required, including whether previously issued financial statements should be considered no longer reliable. As of the date of this
report, the Board has not reached a final conclusion regarding these matters and has not determined that the Company’s previously
issued financial statements should be restated or should no longer be relied upon.
The
Company intends to provide both BDO’s views and management’s basis for its historical accounting treatment to any newly engaged
independent registered public accounting firm so that such firm may conduct an independent evaluation. The Company also plans to engage
an independent accounting advisory firm to assist the Board in assessing the appropriate accounting treatment of the Preferred Stock
and whether any previously issued financial statements require restatement or refiling. The Company cannot predict the ultimate conclusions
of the Board or any newly engaged independent registered public accounting firm regarding these matters.
Other
Matters
Notwithstanding
the foregoing, the holder of the Preferred Stock has contributed such shares to the capital of the Company, and the Preferred Stock has
been cancelled. The cancellation of the Preferred Stock does not resolve the Board’s evaluation of the appropriate historical accounting
treatment and is provided for informational purposes only.
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.
| |
10.1 |
Letter from BDO USA, P.C., dated February 12, 2026, addressed to the Board of Directors of the Registrant. |
| |
|
|
| |
*16.1 |
Letter
from BDO USA, P.C., dates __________, 2026, addressed to the Securities and Exchange Commission. The
8K will be amended once the response letter from BDO is received. |
| |
|
|
| |
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:
February 18, 2026 |
By: |
/S/
Patrick L. Norris |
| |
|
Patrick
L. Norris, |
| |
|
Chief
Executive Officer |
