Norris Industries, Inc. 8-K

What Happened Norris Industries, Inc. (NRIS) filed an 8-K reporting it dismissed BDO USA, P.C. as its independent registered public accounting firm effective February 9, 2026. BDO had been engaged on November 1, 2025 after the partners and staff of the company's prior auditor, HORNE LLP, joined BDO. BDO has not issued an audit report for any fiscal period for the Company. The dismissal follows a disagreement between Norris and BDO about how to present the Company’s issued and outstanding Series A Convertible Preferred Stock — whether as permanent equity or as temporary (mezzanine) equity.

Key Details

• Dismissal effective: February 9, 2026; BDO engaged: November 1, 2025.
• Disagreement topic: classification of Series A Convertible Preferred Stock (permanent equity vs. mezzanine/temporary equity).
• Material weaknesses disclosed: (i) lack of experienced accounting personnel for US GAAP, (ii) missing policies/procedures for timely review and disclosure, (iii) no independent audit committee, (iv) insufficient segregation of accounting duties.
• No new independent auditor had been engaged as of the filing; BDO’s response letter is filed as Exhibit 16.1 (dated February 13, 2026).

Why It Matters This filing signals a significant change in the company’s auditor relationship and identifies internal control weaknesses that could affect the accuracy and timeliness of Norris’s financial reporting. The disagreement over how to classify the Series A Convertible Preferred Stock is material because classification affects how the instrument appears on the balance sheet and can influence equity metrics reported to investors. The lack of a new auditor and the listed control deficiencies could lead to delays or increased scrutiny in future financial filings.