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) ~~June~~May 268, ~~2023~~2024

IGEN NETWORKS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-141875	20-5879021
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)	~~File Number)~~	Identification No.)

28375 Rostrata Ave, Lake Elsinore CA		92532
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code ~~855~~1-~~912~~951-~~5378~~226-7142

(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:

☐ 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))

~~ITEM~~☐ Soliciting ~~8.01~~material ~~Other~~pursuant ~~Events~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

~~The~~☐ Pre-commencement ~~Company~~communications ~~has delayed effecting its 10:1 reverse split~~ pursuant to ~~its~~Rule ~~Schedule~~14d-2(b) ~~14C~~under ~~filed with~~ the ~~SEC~~Exchange ~~June~~Act ~~26,~~(17 ~~2023~~CFR 240. ~~Prior~~14d ~~to effecting its reverse split, the Company will complete the re~~-~~structuring and extinguishing of all convertible debt from its balance sheet.~~ 2(b))

~~Neil G. Chan, CEO of IGEN as previously stated, “The re~~☐ Pre-~~structuring~~commencement ofcommunications ~~debt~~pursuant ~~and capital will enable us~~ to ~~re-finance~~Rule ~~in a meaningful way on a non~~13e-~~dilutive~~4(c) ~~basis.~~under ~~The recent announcement for~~ the ~~10:1~~Exchange ~~reverse~~Act ~~split~~(17 ofCFR issued and outstanding shares will be an important part of our ability to execute our previously announced strategic initiatives, namely the development of AI technologies and acquisition of shares of our technology partner Prolog240.”13e -4(c))

InITEM ~~its~~4.01 ~~news~~Change ~~announcement~~in ~~on June 20, 2023, the Company announced the development of the industry~~Registrant’s ~~first~~Certifying ~~Artificial Intelligence (AI) based commercial fleet solutions along with plans to develop and manufacture low-cost AI video devices~~Accountant. ~~On February 16, 2023, the Company and Prolog announced the completion of an LOI for merger.~~

~~The~~(a) ~~Company~~Dismissal ~~expects~~of toIndependent ~~delay~~Registered ~~its~~Public ~~application~~Accounting ~~for the 10:1 reverse split for approximately three to four months~~Firm.

~~ITEM~~On 9May 8, 2024, we dismissed BFBorgers Certified Public Accountants (“BFBorgers”) as our company’s independent principal accountant to audit the Company’s financial statements.01 ~~Financial~~The ~~Statements~~decision ~~and~~to ~~Exhibits~~change accountants was approved by our board of directors. Our company does not have a standing Audit Committee.

Exhibits		Description
99.1		Press Release: IGEN and Prolog announce Industry’s First AI Program for the Next Generation of Commercial Fleet Solutions
99.2		Press Release: IGEN Networks Corp and Prolog Execute LOI for Merger
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

The reports of BFBorgers during the interim period from the end of the most recently completed year through May 8, 2024, the date of dismissal, there were no disagreements with BFBorgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BFBorgers, would have caused BFBorgers to make reference to such disagreement in its report.

2(b) Engagement of New Independent Registered Public Accounting Firm.

~~SIGNATURES~~On May 8, 2024, we engaged Michael Gillespie & Associates, PLLC (“MGCPA”) an independent certified public accounting firm, as our principal independent accountant with the approval of our board of directors.

~~Pursuant~~During to the ~~requirements~~two ofmost ~~the~~recent ~~Securities~~fiscal ~~Exchange~~years ~~Act~~and ofthrough ~~1934,~~ the ~~registrant~~date ~~has~~of ~~duly~~engagement, ~~caused~~we ~~this~~have ~~report~~not toconsulted bewith ~~signed~~MGCPA onregarding ~~its behalf by the undersigned hereunto duly authorized.~~either:

~~IGEN~~1. ~~NETWORKS~~The ~~CORPORATION~~application ~~/s/~~of ~~Neil~~accounting ~~Chan~~principles ~~Chief~~to ~~Executive~~any ~~Officer~~specified ~~Date:~~transaction, ~~September~~either 5completed or proposed, ~~2023~~or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that MGCPA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

32. Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

We have provided BFBorgers with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested BFBorgers to furnish to our company a letter addressed to the SEC stating that it agrees with the statements made above.

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.

IGEN NETWORKS CORPORATION

/s/ Neil Chan
Chief Executive Officer

Date: May 8, 2024

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