Current Report · Items 4.01, 5.07, 9.01 · 8-K
Lifeloc Technologies, Inc.
LCTCOTCEQUITYCurrent
Changes in Registrant's Certifying Accountant · Submission of Matters to a Vote of Security Holders
Item 4.01 Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm. On June 3, 2026, Assure CPA, LLC (“Assure”) notified Lifeloc Technologies, Inc. (the “Company”) that it was resigning, effective June 3, 2026, as the Company’s independent registered public accounting firm.…
Disclosure sections
Item 4.01Item 4.01 - Changes in Certifying Accountant
Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a) Resignation of Independent
Registered Public Accounting Firm.
On June 3, 2026, Assure CPA,
LLC (“Assure”) notified Lifeloc Technologies, Inc. (the “Company”) that it was resigning, effective June 3, 2026,
as the Company’s independent registered public accounting firm. Assure’s resignation resulted from the sale of substantially
all of Assure’s assets to Sadler, Gibb & Associates, LLC (“Sadler Gibb”) and Assure’s cessation of operations
as a public accounting firm. The professionals who served the Company at Assure have continued in their roles at Sadler Gibb.
Assure’s audit reports
on the Company’s financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
The resignation was not the
result of any action by, or recommendation or approval of, the Company’s board of directors or audit committee; it arose solely
from the transaction described above. The Company’s audit committee was informed of the resignation.
During the fiscal years ended
December 31, 2025 and December 31, 2024, and the subsequent interim period through June 3, 2026, there were (i) no disagreements with
Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not
resolved to Assure’s satisfaction, would have caused Assure to make reference to the subject matter of the disagreement in connection
with its reports, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, and (ii) no “reportable events” within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Assure
with a copy of the disclosures in this Item 4.01 and has requested that Assure furnish a letter addressed to the SEC stating whether it
agrees with the statements made herein. A copy of that letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting of Shareholders on June 3, 2026. As of the record date (April 30, 2026), 2,752,616 shares of common stock
were outstanding and entitled to vote. A quorum of 2,275,602 shares (82.7%) was represented. The final voting results on each matter were
as follows:
1. Lifeloc
stockholders voted to elect five individuals to the Board of Directors for the succeeding year as set forth below.
Name Number of Shares Number of Shares Withheld Number of Shares Abstaining Broker Non-Votes
For
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Wayne R. Willkomm, Ph. D. 2,246,607 13,681 0 15,314
Vern D. Kornelsen 2,246,607 13,681 0 15,314
Donald E. Siecke 2,246,607 13,681 0 15,314
Michael J. Kornelsen, D.M.A. 2,246,607 13,681 0 15,314
Adam Kashenberg 2,246,607 13,681 0 15,314
2. Stockholders
voted to ratify the appointment of Assure CPA as its independent registered public accountant for fiscal year 2026 as set forth below.
Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────
2,274,325 1,277 0 0
3. Stockholders
voted, by advisory vote, on the compensation of named executive officers (say-on-pay).
Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────
2,209,786 3,004 0 62,812
4. Stockholders
voted to approve the Amended and Restated Articles of Incorporation.
Number of Shares For Number of Shares Against Number of Shares Abstaining Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────────────────────────────
2,210,827 1,963 0 62,812