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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 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 Saddler Gibb & Associates (SaddlerGibb) 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 SaddlerGibb, regarding valuation and materiality in prior periods, could we never
reach 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
SaddlerGibb with a copy of this Form 8-K and requested SaddlerGibb 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) |
|
Pending
letter from Saddler Gibb and Associates
|
|
| 16.1(b) |
|
Letter
of Fruci & Associates II PLLC, dated
December 9, 2025 (Incorporated herein by reference to Exhibit 16.1(a) on Form 8-K filed on December 12, 2025)
|
|
| 16.1(c) |
|
Letter
of GreenGrowth CPAS, dated October 29, 2024 (Incorporated herein by reference to Exhibit 16.1 on Form 8-K filed on
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: February 25, 2026 |
/s/ Tom Zapatinas |
| |
Name: Tom Zapatinas |
| |
Title: President/Chief Executive Officer |
