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 28, ~~2023~~2025

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)	0000-24368 (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 28, ~~2023~~2025, Flexpoint Sensor Systems, Inc. ~~engaged~~(“Flexpoint”) dismissed Fruci & Associates II, PLLC Certified Public Accountants, as our independent registered public accounting firm. ~~The decision to engage~~ Fruci & Associates II, PLLC ~~was~~Certified ~~approved~~Public byAccountants audited our ~~board~~financial ofstatements ~~directors.~~for ~~During~~ the ~~two most recent~~ fiscal years ended December 31, ~~2022~~2023 and ~~2021,~~2022. ~~and~~These upreports towere ~~the~~modified ~~date~~only ofas ~~engagement,~~to ~~neither~~the weuncertainty ~~nor~~of ~~anyone on~~ our ~~behalf~~ability ~~consulted~~to ~~with~~continue ~~Fruci~~as &a ~~Associates~~going ~~II, PLLC regarding either:~~concern.

~~(i)~~Our ~~the~~board ~~application~~ of ~~accounting~~directors ~~principles~~approved tothe adismissal ~~specified transaction,~~of ~~either~~Fruci ~~completed~~& ~~or proposed~~Associates II, orPLLC ~~the~~Certified ~~type~~Public ofAccountants ~~audit~~and ~~opinion~~there ~~that~~were ~~might~~no bedisagreements ~~rendered~~between onFlexpoint ~~our financial statements,~~ and ~~neither a~~Fruci ~~written~~& ~~report~~Associates ~~was~~II, ~~provided~~PLLC toCertified Public usAccountants ~~nor~~on ~~oral~~any ~~advice~~matter ~~was~~regarding ~~provided~~accounting ~~that~~principles ~~Fruci~~or &practices, ~~Associates~~financial IIstatement disclosure, ~~PLLC~~or ~~concluded~~auditing ~~was~~scope anor ~~important factor~~procedure ~~considered~~during bythe ~~Flexpoint~~two ~~Sensor~~fiscal ~~Systems,~~years ~~Inc.~~ended inDecember ~~reaching~~31, a2023 ~~decision~~and as2022, toor ~~the~~any ~~accounting,~~subsequent ~~auditing~~interim orperiod ~~financial~~preceding ~~reporting~~the ~~issue;~~date orof dismissal.

~~(ii)~~There ~~any~~were ~~matter~~no reportable events (as that ~~was~~term ~~either~~is ~~the~~used ~~subject~~in ofItem 304(a)(1)(v) of ~~disagreement~~Regulation S-K) between Flexpoint and Fruci & Associates II, PLLC Certified Public Accountants occurring during the two fiscal years ended December 31, 2023 and 2022 or aany ~~reportable~~subsequent ~~event~~interim period preceding the date of dismissal.

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: ~~March~~May 1712, ~~2023~~2025 FLEXPOINT SENSOR SYSTEMS, INC. By: /s/Clark M. Mower Clark M. Mower President and Chief Executive Officer

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