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PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. (PAXH) filed an amended Form 10‑Q/A2 for the quarter ended August 31, 2025, restating its prior 10‑Q and 10‑Q/A after management filed a notice of non‑reliance. The restatement reclassifies three management and consulting contracts from prepaid expenses to warrants, recognizes additional stock issuances and debt conversions, and adjusts related‑party loans and payables.
The company reported no revenue and a net loss of $745,208 for the quarter, driven by $576,134 of operating expenses and a $169,143 loss on debt settlement, compared with a $4,627 loss a year earlier. Extensive equity issuances and conversions increased common shares outstanding to 43,514,782 and improved shareholders’ deficit from $(2,341,169) at May 31, 2025 to $(605,757), while total liabilities fell from $2,341,169 to $736,042. The company discloses substantial doubt about its ability to continue as a going concern, has material weaknesses in disclosure controls, and expects to rely on new capital, related‑party financing and further equity‑based compensation as it develops its healthcare payment and personal finance software.
PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. (PAXH) reported no revenue for the year ended May 31, 2026 and a net loss of $1.16 million as it develops its health-care payment and AI-driven personal finance platforms through its PreAxia and Zane subsidiaries.
Cash was only $1,003 and the working capital deficit was $966,177, leading management and auditors to state there is substantial doubt about the company’s ability to continue as a going concern. The accumulated deficit reached $6.37 million and disclosure controls and internal control over financial reporting were assessed as not effective due to material weaknesses.
To support operations and complete its business plan, the company estimates it needs $1.8 million over the next 12 months and plans to rely on equity placements and related-party financing. During 2026 it raised $450,000 in cash equity and converted $1.53 million of related-party and other debt into common stock, materially reducing liabilities but diluting existing shareholders.
PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. (PAXH) notified the SEC that it will file its Annual Report on Form 10-K for the year ended May 31, 2026 late. The company cites a delay in completing required disclosures and finalizing financial statements with its independent public accountant. PREAXIA expects to file the Form 10-K within the Rule 12b-25 15-day extension period and indicates that all other required periodic reports over the past 12 months have been filed. The company also states it does not anticipate any significant change in results of operations versus the prior fiscal year in the forthcoming report.
PreAxia Health Care Payment Systems Inc. filed an amended report describing changes in its independent auditors. On February 19, 2026, the company dismissed Sadler Gibb & Associates, which had been engaged since December 23, 2025 but had not issued any audit reports.
The company notes a missed filing deadline and unresolved discussions with SadlerGibb about valuation and materiality in prior periods and is in communication with the SEC’s Office of Chief Accountant on questions to be addressed by a new firm. On February 20, 2026, PreAxia engaged M&K CPAs to audit its consolidated financial statements as of May 31, 2026.
PreAxia states that prior auditors Fruci & Associates II, PLLC for the year ended May 31, 2025 and GreenGrowth CPAs for the year ended May 31, 2024 issued reports without adverse opinions, disclaimers, or qualifications and had no disagreements during their respective engagements.
PreAxia Health Care Payment Systems Inc. reported a change in its independent auditors and ongoing accounting discussions. On February 19, 2026, the company dismissed Saddler Gibb & Associates as its independent registered public accounting firm after a brief engagement that began on December 23, 2025 and produced no audit reports. During this period, PreAxia missed a filing deadline and, in discussions with SaddlerGibb, the parties were unable to reach definitive conclusions on valuation and materiality in prior periods.
The company is now in communication with the US Securities and Exchange Commission’s Office of Chief Accountant to resolve these questions with its next auditor. On February 20, 2026, PreAxia engaged M&K CPAs to audit its consolidated financial statements as of May 31, 2026. The filing also notes that prior audit reports from Fruci & Associates II, PLLC for the year ended May 31, 2025 and GreenGrowth CPAs for the year ended May 31, 2024 contained no adverse opinions, disclaimers, or qualifications, and that there were no reported disagreements with those firms during their respective tenures.
PreAxia Health Care Payment Systems Inc. filed a notice that its quarterly report on Form 10-Q for the period ended November 30, 2025 will be filed late. The company states it cannot complete the filing without unreasonable effort and expense because it is still compiling information needed for its auditors to complete their review of the financial statements.
PreAxia indicates it expects a significant change in results of operations compared with the same period last year. During this fiscal year it has hired significant new contractors to design personal financial management software applications, sold stock, and converted debt. According to the company, these activities have increased assets, reduced debt, and significantly increased expenses versus the prior-year period.
Preaxia Health Care Payment Systems Inc. filed a current report stating that it has engaged Sadler Gibb and Associates as its independent registered public accounting firm. Sadler Gibb will audit Preaxia's consolidated financial statements as of May 31, 2026.
The company notes that during the past two fiscal years and up to the engagement date, it did not consult Sadler Gibb on the application of accounting principles to specific transactions, on any reportable events under SEC rules, or on the type of audit opinion that might be issued. The filing focuses solely on this auditor engagement and includes a technical exhibit for the cover page interactive data file.
PreAxia Health Care Payment Systems Inc. reported that on December 9, 2025 it dismissed Fruci & Associates II, PLLC as its independent registered public accounting firm, effective the same day. Fruci had audited the company’s financial statements from October 29, 2024 through December 9, 2025, and its report for the year ended May 31, 2025 contained no adverse opinion, disclaimer of opinion, or qualification.
The company also noted that there were no disagreements with Fruci during the most recent fiscal year or subsequent interim period. Similarly, prior auditor GreenGrowth CPA’s, whose report on the year ended May 31, 2024 was also unqualified, had no reported disagreements with the company during its tenure from August 2, 2023 through its resignation on October 25, 2024. PreAxia requested and filed letters from both firms agreeing with these disclosures as exhibits.
PreAxia Health Care Payment Systems (PAXH) filed a 10‑Q/A to correct its cover-page share count and a subsequent event. The amendment updates outstanding common shares to 54,314,782 as of October 15, 2025, and notes that 34,547,084 shares were issued to settle prior-quarter stock subscriptions.
For the quarter ended August 31, 2025, PreAxia reported $0 revenue and a net loss of $875,134. Operating expenses were driven by research and development $391,263, management $387,500, and consulting $65,000. Cash was $130,285 with a working capital deficit of $232,678. Management disclosed substantial doubt about the company’s ability to continue as a going concern.
Equity activity included $3,651,222 in stock subscriptions at quarter-end and a $200,000 private placement for 800,000 shares in August, with shares issued in October. Internal controls were deemed not effective as of the quarter end.
PreAxia Health Care Payment Systems Inc. filed its 10‑Q reporting no revenue and a net loss of $875,134 for the three months ended August 31, 2025. Operating expenses were $875,203, driven by research and development $391,263, management and labor $387,500, consulting $65,000, and professional fees $23,200. Basic and diluted loss per share was $(0.04) on a weighted average of 19,767,698 shares.
As of August 31, 2025, cash was $130,285 and working capital deficit was $232,678. Shareholders’ equity was $427,322 with an accumulated deficit of $6,085,524. The company recognized stock subscriptions for services and debt, including $1,800,000 for consulting and management (40% expensed at grant) and $1,643,397 to convert debt. Two related‑party notes were converted on June 30, 2025 at $0.10 per share for 4,668,170 and 10,587,600 shares, and a private placement brought in $200,000 for 800,000 shares in August 2025.
Management disclosed “substantial doubt” about the company’s ability to continue as a going concern and reported disclosure controls and procedures were not effective as of August 31, 2025.