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~~Pursuant ofto ~~Report~~Section 13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported)~~Exchange ~~March~~Act ~~12,~~of ~~2025~~1934

Date of Report (Date of earliest event reported) November 13, 2025

Infinite Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-21816	52-1490422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

175 Sully’s Trail, Suite 202, Pittsford, New York		14534
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 385-0610

N/A

(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~~☐ Soliciting ~~registered~~material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

~~Title~~☐ Pre-commencement ofcommunications ~~each~~pursuant ~~class~~to ~~Trading~~Rule ~~Symbol~~14d-2(sb) ~~Name~~under ofthe ~~each~~Exchange ~~exchange~~Act on(17 ~~which~~CFR ~~registered N/A N/A N/A~~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. ☐

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Agreement~~Accountant.

~~On March 12, 2025, Infinite Group, Inc.~~ (~~the “Company”) entered into an Asset Purchase Agreement (this “Agreement”) with Opti9 Technologies LLC,~~ a ~~Delaware limited liability company (“Buyer”~~) ~~for~~Dismissal ~~the sale~~ of ~~assets~~Previous ~~related~~Independent toRegistered aPublic ~~division~~Accounting of its business known as the Ace Server Management division. Under this division the Company provides IT managed infrastructure services, to a US government agency as a subcontractor to Peraton Enterprise Solutions LLC (f/k/a Perspecta Enterprise Solutions LLC (“Peraton”))Firm

~~The~~On ~~purchase~~November ~~price~~13, is2025, $7Freed Maxick P.C. (“Freed”) resigned from the relationship with Infinite Group,~~500,000~~ ~~plus~~Inc. (the ~~assumption~~“Company”) ofas ~~liabilities~~the ~~under~~Company’s independent registered public accounting firm. During the ~~contract~~Company’s ~~with~~two ~~Peraton~~most ~~going~~recent ~~forward~~fiscal years ended December 31, 2024 and ~~subject~~2023, there were no “disagreements” (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) between the Company and Freed on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to ~~customary~~the ~~adjustments~~satisfaction ~~prior~~of Freed, would have caused Freed to ~~closing~~make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements.During ~~The~~this ~~purchase~~same ~~price~~period, ~~will~~Freed beadvised ~~funded~~the byCompany ~~immediately~~that ~~available~~there ~~funds~~were atno material weaknesses in the ~~closing~~Company’s internal control over financial reporting. ~~The~~There ~~Agreement~~were ~~contemplates~~no ~~payment~~other “reportable events” (within the meaning of Item 304(a)(1)(v) ~~number~~of Regulation S-K). Freed’s audit reports for the two most recent fiscal years ended December 31, 2024 and 2023 contained an explanatory paragraph about the existence of ~~third~~substantial ~~party~~doubt ~~creditors~~concerning ~~which~~the ~~proceeds~~Company’s ~~will~~ability beto ~~applied~~continue atas a going concern. The decision to replace Freed was approved by the ~~closing~~Audit Committee of the Board of Directors of the Company.

The ~~closing~~Company isprovided ~~expected~~Freed towith ~~take~~a ~~place~~copy inof ~~June~~this ~~2025.~~Current ~~The~~Report ~~closing~~on ofForm ~~the~~8-K ~~transaction~~prior ~~is subject~~ to ~~customary~~its ~~conditions,~~filing ~~including,~~with ~~among other things, (i) approval by~~ the ~~Company’s~~U.S. ~~stockholders;~~Securities ~~(ii)~~and ~~consent~~Exchange ofCommission ~~Peraton;~~ (~~iii~~“SEC”) ~~consent~~and ofrequested athat ~~number~~Freed offurnish the Company’s ~~debtholders;~~with ~~(iv)~~a noletter ~~temporary~~addressed orto ~~permanent~~the ~~judgment~~SEC ~~issued~~stating bywhether ~~any~~it ~~governmental~~agrees ~~entity~~with ofthe ~~competent~~above ~~jurisdiction~~statements orand, ~~law~~if orit ~~other~~does ~~legal~~not ~~restraint~~agree, ~~or prohibition preventing or prohibiting~~ the ~~consummation~~respects ~~shall be~~ in ~~effect;~~which ~~(v)~~it ~~that~~does nonot ~~event~~agree. orA ~~circumstance~~copy ~~with~~of aFreed’s ~~material~~letter, ~~adverse~~dated ~~effect~~November on19, ~~the~~2025, ~~Ace~~is ~~server~~filed ~~management~~as ~~business~~Exhibit ~~division~~16.1 ~~shall~~to ~~have~~this ~~occurred;~~Current ~~and,~~Report ~~(vi)~~on ~~other~~Form ~~customary conditions for a transaction of this nature~~8-K.

~~The~~(b) ~~Agreement~~Engagement ~~contains representations, warranties and covenants~~ of ~~the~~New ~~parties~~Independent ~~customary~~Registered ~~for~~Public aAccounting transaction of this type, including a 4 year non-competition covenant from competing with the Buyer in providing services to the U.S. government agency that was subject of the Peraton subcontract, and providing 24x7x365 Windows and/or Linux operating system and hardware support and monitoring services to other parties.Firm

~~Concurrently~~Effective ~~with~~November ~~the~~18, ~~execution~~2025, of the ~~Agreement,~~Company ~~certain~~appointed ~~stockholders~~M&K ~~entered~~CPAS, ~~into~~PLLC ~~voting agreements~~ (~~the~~ “~~Voting Agreements~~M&K”) ~~with~~as ~~Buyer.~~its ~~Pursuant~~new toindependent ~~the~~registered ~~terms~~public ofaccounting ~~the~~firm. ~~Voting~~M&K ~~Agreements,~~has ~~these~~been ~~stockholders~~retained ~~agreed~~ to ~~vote~~audit ~~their shares in favor of~~ the ~~transaction and the~~ Company’s ~~upcoming~~financial ~~stockholders~~statements ~~meeting,~~as toof ~~not solicit any other acquisition proposals~~ and tofor ~~vote~~the ~~their~~fiscal ~~shares~~year ~~against~~ended ~~any~~December ~~competing~~31, ~~acquisition~~2025, ~~proposals.~~and ~~The~~to ~~shares~~perform ~~subject~~reviews toof the ~~Voting~~Company’s ~~Agreements~~interim ~~comprise~~financial ~~approximately~~statements ~~[28]%~~for ofthe ~~all~~quarters ~~outstanding~~ended ~~shares.~~March ~~The~~31, ~~Voting~~2025, ~~Agreements~~June ~~will~~30, ~~terminate~~2025, inand ~~certain~~September ~~circumstances~~30, ~~including upon termination of the Agreement~~2025.

~~The~~During the two most recent fiscal years and through November 18, 2025, the Company ~~plans~~has tonot ~~present~~consulted with M&K regarding either (1) the application of accounting principles to any specified transaction, ~~for~~either completed or proposed, or the ~~sale~~type of ~~these~~audit ~~assets~~opinion ~~for~~that ~~approval~~might atbe ~~its~~rendered ~~upcoming~~on ~~annual~~the ~~meeting~~Company’s financial statements; or (2) any matter that was either the subject of ~~stockholders~~a ~~tentatively~~“disagreement” ~~scheduled~~(as ~~for~~defined ~~June~~in 4,paragraph ~~2025~~(a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a “reportable event” (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which, with certain confidential terms redacted, is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
Exhibit No.			Description
16.1			Letter from Freed Maxick P.C., dated November 19, 2025, to the U.S. Securities and Exchange Commission

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~FORWARD-LOOKING STATEMENTS~~2

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward looking statements include, but are not limited to, statements regarding the likelihood and timing of the closing of the transaction. Investors are cautioned that all forward-looking statements involve risks and uncertainty that could cause actual results to differ materially from those in the forward-looking statements. These risks include, without limitation, the possibility that the transaction will not close or that the closing may be delayed. More information about potential factors that could affect the Company’s business and financial results is contained in the Company’s reports filed with the Securities and Exchange Commission (the "SEC"), which is available at the SEC's website at http://www.sec.gov, all of which are incorporated herein by reference. All forward-looking statements included in this report are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.SIGNATURES

2Pursuant 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.

Item 9.01 Financial Statements and Exhibits.

	Infinite Group, Inc.

Date: November 19, 2025	By:	/s/ James Villa
		James Villa
		Chief Executive Officer

Exhibit No.		Description
2.1		Asset Purchase Agreement by and between Infinite Group, Inc. and Opti9 Technologies LLC dated as of March 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Infinite Group, Inc.
Date: March 18, 2025	By:	/s/ James Villa
		James Villa
		Chief Executive Officer

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

Title of each class

Name of each exchange on which registered

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