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  4. [8-K/A] PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. Amends Material Event Report

PreAxia (PAXH) replaces SadlerGibb with M&K CPAs amid unresolved accounting questions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Dismissal of recently engaged auditor amid unresolved issues: PreAxia reports dismissing Sadler Gibb & Associates after a short engagement, highlighting a missed filing deadline and unresolved discussions over valuation and materiality in prior periods, which introduces uncertainty around past financial reporting.
  • Open accounting questions under SEC Office of Chief Accountant review: The company is in communication with the SEC’s Office of Chief Accountant to resolve questions that will be addressed by the new audit firm, signaling potential revisions or clarifications to earlier accounting judgments.

Insights

Auditor turnover with unresolved accounting questions raises disclosure risk.

PreAxia reports dismissing Sadler Gibb & Associates shortly after engagement, with no audit reports issued. The company cites a missed filing deadline and unresolved discussions over valuation and materiality in prior periods, and it is working with the SEC’s Office of Chief Accountant on related questions.

The engagement of M&K CPAs to audit the May 31, 2026 financial statements aims to reestablish audit coverage, and the company states it did not previously consult M&K on accounting issues or reportable events. Prior auditors Fruci & Associates II and GreenGrowth CPAs are described as having clean opinions without disagreements during their tenures.

For investors, the key factor is that accounting matters tied to valuation and materiality in earlier periods remain open and subject to input from the SEC’s Office of Chief Accountant. Future audited financial statements for the year ended May 31, 2026 and related disclosures will indicate how these issues are resolved.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What change in auditor did PreAxia Health Care Payment Systems (PAXH) disclose?
PreAxia disclosed that it dismissed Sadler Gibb & Associates as its independent registered public accounting firm on February 19, 2026. SadlerGibb had been engaged since December 23, 2025 but issued no audit reports before being replaced by M&K CPAs on February 20, 2026.

Why is PreAxia’s change from Sadler Gibb & Associates significant for investors?
The change is significant because it follows a missed filing deadline and unresolved discussions about valuation and materiality in prior periods. These unresolved accounting issues, now being addressed with a new auditor and the SEC’s Office of Chief Accountant, may affect how past results are presented.

Who is PreAxia Health Care Payment Systems’ new independent auditor?
On February 20, 2026, PreAxia engaged M&K CPAs as its independent registered public accounting firm. M&K will audit the company’s consolidated financial statements as of May 31, 2026 and, according to PreAxia, was not previously consulted on accounting principles or reportable events.

What accounting concerns did PreAxia (PAXH) highlight in connection with SadlerGibb?
PreAxia highlighted that it missed a filing deadline and, in discussions with SadlerGibb, did not reach definitive conclusions regarding valuation and materiality in prior periods. These matters remain open, and the company is working with the SEC’s Office of Chief Accountant to address related questions.

How did PreAxia describe its relationship with prior auditors Fruci & Associates II, PLLC?
PreAxia stated that Fruci & Associates II, PLLC audited the year ended May 31, 2025 and issued a report without an adverse opinion, disclaimer, or qualification. The company reported no disagreements with Fruci during the most recent fiscal year and through their termination on December 9, 2025.

What did PreAxia report about its earlier auditor GreenGrowth CPAs?
PreAxia reported that GreenGrowth CPAs audited the year ended May 31, 2024 and issued a report without adverse opinion, disclaimer, or qualification. The company indicated there were no disagreements with GreenGrowth during its tenure from August 2, 2023 through the firm’s resignation on October 25, 2024.
true This Amendment No 1 is being filed to include exhibit 16.1(a) Letter from Sadler Gibb and Associates 0001350156 0001350156 2026-02-20 2026-02-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): February 20, 2026

 

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

(Exact name of registrant as specified in its charter)

  

Nevada 000-52365 20-4395271
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

   

PO Box 368
 Dunedin, Florida

 34697-0368
(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code (403) 850-4120

 

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))

 

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

 

(a) Resignation of independent Registered Public Accounting Firm.

 

On February 19, 2026, PreAxia Health Care Payment Systems Inc. notified Sadler Gibb & Associates (SadlerGibb) of its dismissal, effective as of the same day, as the Registrant's independent registered public accounting firm. The former auditors served as the independent registered accounting firm of the Company’s financial statements for the period from December 23, 2025, through February 19, 2026, and did not release any reports. During the engagement, PreAxia missed a filing deadline and in discussions with SadlerGibb, regarding valuation and materiality in prior periods, we never reached any definitive conclusions. PreAxia is in communications with the US Securities and Exchange Commission Office of Chief Accountant to resolve certain questions to be addressed by our new accounting firm.

 

Fruci & Associates II, PLLC ("Fruci") audit report for the year ended May 31, 2025, did not contain an adverse opinion, disclaimer of opinion or qualification concerning the Registrant's financial statements. There have been no disagreements with Fruci during the Company's most recent fiscal year and any subsequent interim period through the date of termination on December 9, 2025.

 

The Company’s prior auditors, GreenGrowth CPA’s (“GreenGrowth”) report on the year ended May 31, 2024, did not contain an adverse opinion, disclaimer of opinion or qualification concerning the Registrant's financial statements. There have been no disagreements with GreenGrowth during their tenure as auditor from August 2, 2023, through the date of their resignation on October 25, 2024.

 

On February 20, 2026, the Registrant engaged the firm of M&K CPAs (M&K") to serve as its independent registered public accounting firm to audit its consolidated financial statements as of May 31, 2026. At no time during the past two fiscal years or any subsequent period prior to February 19, 2026 did the Registrant consult with M&K with respect to the application of accounting principles to a specified transaction, either completed or proposed, or regarding any of the enumerated items described in Item 304(a)( 1 )(iv) of Regulation S-K, any "reportable event," as described in Item 304(a)(l) (v) of Regulation S-K, or the type of audit opinion that might be rendered for the Registrant.

 

Pursuant to Item 304(a)(3) of Regulation S-K, the Registrant provided SadlerGibb with a copy of this Form 8-K and requested SadlerGibb to provide a letter addressed to the Commission whether it agrees with the Registrant's disclosures. The letter received from Fruci is included as Exhibit 16. 1(b). The previous letter from GreenGrowth is included as Exhibit 16.1(c).

 

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits 

 

Exhibit No.   Document  
16.1(a)   Letter from Sadler Gibb and Associates, dated February 26, 2026  
16.1(b)   Letter of Fruci & Associates II PLLC, dated December 9, 2025  
16.1(c)   Letter of GreenGrowth CPAS, dated October 29, 2024  
 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.

 

  PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
   
Date: March 5, 2026 /s/ Tom Zapatinas
  Name: Tom Zapatinas
  Title:  President/Chief Executive Officer

  

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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