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): ~~April 2~~ January 23, ~~2025~~2026

Escalon Medical Corp.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania		000-20127		33-0272839
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

435 Devon Park Drive,Suite 824 Wayne,PA		19087
435 Devon Park Drive, Suite 824 Wayne, PA		19087
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 688-6830

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

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))

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14a~~12b-122 of this chapter).

☐Emerging ~~Pre-commencement~~growth company ~~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))

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

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. ☐

Item 41.01 ~~Changes~~Entry into ina ~~Registrant’s~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement.

OnEscalon Medical ~~November 1~~Corp., ~~2024~~a Pennsylvania corporation (the “Company”), ~~CBIZ~~is ~~CPAs~~party ~~P.C.~~to ~~acquired~~that ~~the~~certain Asset Purchase Agreement by and ~~attest~~between ~~business~~the ofCompany ~~Marcum~~and ~~LLP~~Optos Public Limited Company, a company incorporated in Scotland (“~~Marcum~~Optos”). On(as ~~April 2~~amended, ~~2025,~~the “Asset ~~Marcum~~Purchase ~~informed~~Agreement”). ~~Escalon~~Pursuant ~~Medical~~to ~~Corp.~~the (Asset Purchase Agreement, the “Company”) agreed to sell to Optos certain ~~that~~software-related ~~Marcum~~assets ~~resigned~~associated aswith the Company’s ~~independent~~AXIS ~~registered~~platform ~~public~~(the ~~accounting~~“Disposition”) ~~firm.~~in ~~Also~~exchange onfor ~~April~~the aggregate 2,purchase ~~2025~~price of $3,000,000. ~~the~~The ~~Company~~purchase price is payable in three milestone installments, ~~with~~each in the amount and subject ~~approval~~to ofthe conditions as set forth in the ~~Audit~~Asset ~~Committee~~Purchase ofAgreement, in addition to $25,000 which was paid upon the execution by the Company’s and ~~Board~~Optos of ~~Directors,~~a ~~engaged~~term ~~CBIZ~~sheet ~~CPAs~~with Prespect to the Disposition.C. asOn January 23, 2026, the Company’s ~~independent~~completed ~~registered~~the Disposition and received the ~~public~~first ~~accounting~~milestone ~~firm~~installment in the amount of $1,000,000.

~~Neither~~The ofAsset ~~Marcum’s~~Purchase ~~reports~~Agreement oncontains ~~the~~customary ~~financial~~terms ~~statements~~and ofconditions ~~the Registrant~~ for ~~either~~a transaction of ~~the~~this ~~past two fiscal years ended~~nature, ~~June 30~~including, ~~2024~~without ~~and June 30~~limitation, ~~2023~~representations, ~~respectively~~ warranties, ~~contained an adverse opinion or a disclaimer of opinion~~covenants, orclosing ~~was qualified or modified as to audit scope~~conditions, or ~~accounting~~indemnification ~~principles,~~and ~~except~~termination ~~for including an explanatory paragraph as to substantial doubt about the ability to continue as a going concern~~provisions.

~~During the Registrant’s two most recent fiscal~~The ~~years ended~~foregoing ~~June~~summary ~~30,~~does ~~2024~~not ~~and~~purport ~~June~~to ~~30,~~be ~~2023,~~complete ~~respectively,~~ and ~~the~~is ~~subsequent~~qualified ~~interim~~in ~~period~~its ~~through~~entirety ~~April~~by 2,reference ~~2025,~~to ~~there~~the ~~were~~full ~~no disagreements~~text ~~with Marcum on any matter~~ of ~~accounting~~the ~~principles~~Asset ~~or practices, financial statement disclosure, or auditing scope or procedure,~~Purchase ~~which disagreement(s)~~Agreement, ifa ~~not~~copy ~~resolved to the satisfaction~~ of ~~Marcum,~~which ~~would~~is ~~have~~filed ~~caused~~as itExhibit to10.1 ~~make reference~~ to ~~the~~this ~~subject~~Current ~~matter~~Report ~~of the~~on ~~disagreement(s)~~Form ~~in connection with its report~~8-K.

During the Registrant’s two most recent fiscal years ended June 30, 2024 and June 30 2023, respectively, and the subsequent interim period through December 31, 2024, the Company had the following “reportable events” (as such term is defined in Item ~~304~~2.01 ~~of Regulation S-K): As disclosed in Part II, Item~~Completion 9A of ~~the~~Acquisition ~~Company’s~~or ~~Form~~Disposition ~~10-Ks for the fiscal years ended June 30, 2024 and 2023, there were material weaknesses identified in internal control related to the proper design and implementation~~ of ~~controls over our estimates relating to the valuation of inventory, specifically over the precision of management’s review~~Assets.

The ~~Registrant has provided Marcum with a copy~~ ofinformation ~~the~~set ~~above~~forth ~~disclosures~~under ~~prior~~Item ~~to this filing with the Securities and Exchange Commission (the “Commission”)~~1.01 Aof ~~letter to the Commission, dated April 4, 2025, from Marcum regarding its concurrence with the statements made by the Registrant in~~ this ~~current report~~Current ~~concerning~~Report ~~the~~on ~~dismissal~~Form of8-K ~~Marcum as the Registrant’s independent registered public accounting firm~~ is ~~attached~~incorporated asherein ~~Exhibit 16~~by ~~hereto~~reference.

~~During the Registrant’s two most recent fiscal~~The ~~years ended~~unaudited ~~June~~pro ~~30,~~forma ~~2024~~condensed ~~and~~consolidated ~~June~~financial ~~30,~~information ~~2023,~~of ~~respectively, and~~ the ~~subsequent interim period through April 2~~Company, ~~2025,~~together ~~neither the Registrant nor anyone on its behalf has consulted~~ with ~~CBIZ CPAs P.C. with respect to either (i)~~ the ~~application~~related ofnotes ~~accounting~~thereto, ~~principles~~giving effect to ~~a specified transaction, either completed or proposed, or~~ the ~~type~~consummation of ~~audit opinion that might be rendered on~~ the ~~Registrant’s consolidated financial statements~~Disposition, ~~and~~is ~~neither~~attached ahereto ~~written~~as ~~report~~Exhibit ~~nor oral advice was provided to the Registrant that CBIZ CPAs P~~99.C.1 ~~concluded was an important factor considered by the Registrant in reaching a decision as~~ to ~~any~~this ~~accounting,~~Current ~~auditing~~Report oron ~~financial~~Form ~~reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304 of Regulation S~~8-K and ~~the~~incorporated ~~related instructions~~herein toby ~~Item 304 of Regulation S-K) or a reportable event (as defined in Item 304 of Regulation S-K)~~reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
16		Letter from Marcum LLP dated April 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(b) Pro Forma Financial Information

The following unaudited pro forma financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

~~SIGNATURES~~● Unaudited pro forma condensed consolidated balance sheet as of September 30, 2025;

~~Pursuant~~● toUnaudited ~~the~~pro ~~requirements~~forma ofcondensed ~~the~~consolidated ~~Securities~~statement ~~Exchange~~of ~~Act~~operations offor ~~1934,~~ the ~~Registrant~~three ~~has~~months ~~duly~~ended ~~caused~~September ~~this~~30, ~~report~~2025; ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~and

	ESCALON MEDICAL CORP.
	By:	/s/ Richard J. DePiano, Jr.
	Name:	Richard J. DePiano, Jr.
	Title:	Chairman and Chief Executive Officer
	Date: April 4, 2025

●

Unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2025.

(d) Exhibits

Exhibit No.		Description
10.1*		Asset Purchase Agreement by and between Escalon Medical Corp. and Optos Public Limited Company, as amended.
99.1		Unaudited Pro Forma Condensed Consolidated Financial Statements of Escalon Medical Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Certain annexes to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws, including statements regarding milestone payments under the Asset Purchase Agreement. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based on the Company’s current expectations and beliefs and involve assumptions that may never materialize or may prove to be incorrect. Forward-looking statements are not guarantees of future performance. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation, the satisfaction of conditions applicable to future milestone payments, many of which are outside the Company’s control. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on September 29, 2025, and in other filings that the Company has made and may make with the SEC in the future. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

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.

	ESCALON MEDICAL CORP.

	By:	/s/ Richard J. DePiano, Jr.
	Name:	Richard J. DePiano, Jr.
Date: January 29, 2026	Title:	Chairman and Chief Executive Officer

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