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~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): November 22, 2022~~1934

Date of Report (Date of earliest event reported): December 12, 2022

SPYR, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		33-20111		75-2636283
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification Number)

Nevada

(State or other jurisdiction of
incorporation or organization)

Commission File Number

33-20111

75-2636283

(I.R.S. Employer

Identification Number)

(Address of Principal Executive Offices and Zip Code)

6700 Woodlands Parkway, Ste. 230, #331

The Woodlands, TX 77382

(Address of Principal Executive Offices and Zip Code)

(303) 991-8000

(Issuer’s telephone number)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbols		Name of Exchange on Which Registered
NONE		SPYR		NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

~~Section~~Item ~~4 - Matters Related to Accountants and Financial Statements~~2.01

~~Item~~Completion ~~4.01~~of ~~Changes~~Acquisition inor ~~Registrant’s~~Disposition ~~Certifying~~of ~~Accountant~~Assets.

On ~~November~~December 2220, 2022, ~~L&L CPAs, PA,~~ the ~~principal~~Company ~~accountant~~wound ~~engaged~~down toand ~~audit~~dissolved ~~the registrant’s financial statements, resigned~~ its ~~position.~~wholly ~~L&L~~owned ~~CPAs~~subsidiary, PAApplied ~~report on the registrant’s financial statements for the year ended December 31~~Magix, ~~2021, did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles~~Inc. ~~The~~ ~~registrant’s board of directors took no part~~ in ~~L&L~~the ~~CPAs,~~State PAof ~~decision to resign~~Nevada. ~~During the registrant’s most recent~~The ~~fiscal~~remaining ~~year~~assets ~~and~~of ~~any~~Applied ~~subsequent~~Magix ~~interim period preceding such resignation, there~~ were nodeemed ~~disagreements~~not ~~with~~significant ~~L&L~~and ~~CPAs,~~did ~~PA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if~~ not ~~resolved~~ toexceed ~~the~~10% ~~satisfaction~~ of ~~L&L CPAs, PA, would have caused it to make reference to~~ the ~~subject~~total ~~matter~~assets of the ~~disagreement(s) in connection with its report~~Company.

~~The~~Item ~~registrant provided the disclosures in this Form~~ 8~~-K to L&L CPAs, PA for review, and requested L&L CPAs, PA to provide a letter addressed to the Commission indicating whether it agrees with the disclosures~~. ~~Attached as an exhibit is L&L CPAs, PA letter.~~01

~~Item~~Other 9Information.~~01 Financial Statements and Exhibits.~~

On December 12, 2022, the Company and Joseph Fiore and Berkshire Capital Management Co., Inc. (d“Berkshire”) entered into a settlement ~~Exhibits~~and release of claims. In exchange for a release of claims, Mr. Fiore and Berkshire agreed to cancel and return to treasury a total of 36,272,684 common shares, representing 10.48% of the issued and outstanding shares of the Company as of December 21, 2022.

The following exhibits are filed herewith:

Exhibit Number		Description
16.1		Letter from L&L CPAs, PA dated November 29, 2022, regarding its resignation and the disclosures on this Form 8-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.

SPYR, INC. (Registrant)

Date ~~November~~December 2922, 2022

By: /s/ Tim Matula ~~Chief Executive Officer & President~~

Chief Executive Officer & President

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