UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||