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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 24, 2026
NORRIS
INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-55695 |
|
46-5034746 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 102
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 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)) |
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
Engagement
of Sadler, Gibb & Associates, LLC
On
February 24, 2026, the Company engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”), as its new independent registered
public accounting firm, to replace BDO USA, PC. The engagement of Sadler Gibb was approved by the Company’s Board of Directors
on February 13, 2026.
During
the Company’s two most recent fiscal years ended February 28, 2025 and February 29, 2024, respectively, and through February 24,
2026, neither the Company nor anyone acting on its behalf consulted with Sadler Gibb regarding either (i) the application of accounting
principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s
financial statements, and no written report was provided to the Company or oral advice was provided that Sadler Gibb concluded was an
important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
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 25, 2026 |
/s/
Patrick Norris |
| |
Patrick
Norris, Chief Executive Officer |
