Lifeloc Technologies Inc.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 15:05

Proxy Results, Change in Certifying Accountants (Form 8-K)

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 5.07 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

For

Number of Shares Withheld Number of Shares Abstaining Broker Non-Votes
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
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