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

February 1328, 2023

Date of Report (Date of earliest event reported)

FLEXPOINT SENSOR SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)	0-24368 (Commission File Number)	87-0620425 (IRS Employer Identification No.)
Delaware State or other jurisdiction of incorporation)	0-24368 (Commission File Number)	87-0620425 (IRS Employer Identification No.)
5718 W Dannon Way, Suite B, West Jordan, Utah (Address of principal executive offices)		84081 (Zip code)

Registrant’s telephone number, including area code: 801-568-5111

[ ] 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 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).

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 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant

On February 1328, 2023, Flexpoint Sensor Systems, Inc. ~~(“Flexpoint”)~~engaged ~~dismissed~~Fruci ~~Sadler~~& Associates II, ~~Gibb~~PLLC &Certified ~~Associates~~Public Accountants, ~~LLC~~ as our independent registered public accounting firm. ~~Sadler,~~The ~~Gibb~~decision &to engage Fruci & Associates II, ~~LLC~~PLLC ~~audited~~was approved by our ~~financial~~board ~~statements~~of ~~for~~directors. During the two most recent fiscal years ended December 31, ~~2021 and~~2022 ~~2020~~ and ~~its report~~2021, and ~~dated~~up ~~March 31, 2022, was modified only as~~ to the ~~uncertainty~~date of ~~our ability to continue as a going concern. Except for this modification~~engagement, ~~the~~neither ~~report~~we ~~did~~nor ~~not~~anyone ~~contain~~on anour ~~adverse~~behalf ~~opinion,~~consulted ~~disclaimer~~with ofFruci ~~opinion,~~& ~~nor~~Associates ~~was it qualified or modified as to uncertainty~~II, ~~audit~~PLLC ~~scope~~regarding ~~or accounting principles.~~ either:

~~Our~~(i) ~~board~~the application of ~~directors~~accounting ~~approved~~principles ~~the~~to ~~dismissal~~a ~~of Sadler~~specified transaction, ~~Gibb~~either &completed ~~Associates~~or proposed, ~~LLC~~ ~~and~~or ~~there~~the ~~were~~type noof ~~disagreements~~audit ~~between~~opinion ~~Flexpoint~~that ~~and~~might ~~Sadler,~~be ~~Gibb~~rendered &on ~~Associates~~our financial statements, ~~LLC~~and onneither a ~~any~~written ~~matter~~report ~~regarding~~was ~~accounting~~provided ~~principles or~~to ~~practices,~~us ~~financial~~nor ~~statement~~oral ~~disclosure,~~advice orwas ~~auditing~~provided ~~scope~~that orFruci ~~procedure~~& ~~during~~Associates ~~the~~II, ~~two~~PLLC ~~fiscal~~concluded ~~years~~was ~~ended~~an ~~December~~important ~~31,~~factor considered ~~2021~~by ~~and~~Flexpoint ~~2020 or~~Sensor ~~any~~Systems, ~~subsequent~~Inc. ~~interim~~in ~~period~~reaching ~~preceding~~a decision as to the ~~date~~accounting, ofauditing ~~dismissal.~~or financial reporting issue; or

~~There were no reportable events~~ (~~as that term is used in Item 304(a~~ii)~~(1)(v) of~~ ~~Regulation~~any ~~S-K)~~matter ~~between~~that ~~Flexpoint~~was ~~and~~either ~~Sadler, Gibb & Associates, LLC occurring during~~ the ~~two~~subject ~~fiscal~~of ~~years~~a ~~ended December 31, 2021~~disagreement ~~and 2020~~ or ~~any~~a ~~subsequent~~reportable ~~interim period preceding the date of dismissal~~event.

We provided a copy of this current report on Form 8-K to Sadler, Gibb & Associates, LLC prior to filing this current report and we requested that Sadler, Gibb & Associates, LLC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made in this current report. Sadler, Gibb & Associates, LLC has furnished the requested letter and it is attached as exhibit 16.1.SIGNATURES

~~Management~~Pursuant isto ~~currently~~the inrequirements of the ~~process~~Securities Exchange Act of ~~engaging~~1934, athe registrant ~~new~~has ~~auditing~~duly ~~firm~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Section~~Date: 9March –17, ~~Financial~~2023 ~~Statements~~FLEXPOINT SENSOR SYSTEMS, INC. By: /s/Clark M. Mower Clark M. Mower President and ~~Exhibits~~Chief Executive Officer

~~Item 9.01 Financial Statements and Exhibits~~2

Exhibit No. Description

16.1 Letter of agreement from Sadler, Gibb & Associates, LLC, dated February 15, 2023

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.

Date: February 15, 2023 FLEXPOINT SENSOR SYSTEMS, INC. By: Clark M. Mower Clark M. Mower President and Chief Executive Officer

Filing Compare · FLEXPOINT SENSOR SYSTEMS INC