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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

 

July 21, 2025

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 4.01 Changes in Registrant’s Certifying Accountant.

 

On July 21, 2025, Burzynski Research Institute, Inc. (the “Company”), received notice from Pannell Kerr Forster of Texas, P.C. (“PKF”), the Company’s independent registered public accounting firm, notifying the Company that PKF had been recently acquired by another accounting firm and would not be able to act as the Company’s registered public accounting firm in the future. As such, the effective date of such resignation was July 21, 2025.

 

The Company intends to engage a new independent registered public accounting firm as soon as possible and will file a Form 8-K/A when the new independent registered public accounting firm has been appointed.

 

During the Company’s two most recent fiscal years (ended February 28, 2025 and February 29, 2024) and the subsequent interim period through May 31, 2025, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and PKF 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 PKF, would have caused PKF to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company for such years. Also during this same period, there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

 

The Company has provided PKF with a copy of the foregoing disclosures under Item 4.01 on Form 8-K prior to filing it with the U.S. Securities and Exchange Commission (“SEC”) and has requested that PKF furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company under Item 4.01 of this Form 8-K. A copy of PKF’s letter, dated July 24, 2025, is attached as Exhibit 16.1 to this report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
16.1   Letter dated July 24, 2025 from PKF to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this report on Form 8-K..
     
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: July 24, 2025 BURZYNSKI RESEARCH INSTITUTE, INC.
     
  By: /s/ Stanislaw R. Burzynski
    Stanislaw R. Burzynski
    President and Chairman of the Board of Director