PreAxia changes auditors amid valuation questions

PreAxia Health Care Payment Systems Inc. reported a change in its independent auditors and ongoing accounting discussions.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Short-lived auditor engagement with unresolved issues: PreAxia dismissed Saddler Gibb & Associates after less than two months, noting a missed filing deadline and a failure to reach definitive conclusions on valuation and materiality in prior periods, while also involving the SEC Office of Chief Accountant.

Insights

Accounting and Governance Analyst

Auditor turnover and unresolved valuation questions introduce accounting uncertainty.

PreAxia has dismissed Saddler Gibb & Associates after a short engagement and missed a filing deadline while failing to reach agreement on valuation and materiality in prior periods. It has contacted the SEC’s Office of Chief Accountant and appointed M&K CPAs for the May 31, 2026 audit.

Frequent auditor changes in a short span, combined with explicitly disclosed valuation and materiality questions, can make financial statement reliability harder to assess until clarified. However, the filing also notes clean opinions and no disagreements with prior firms Fruci & Associates II, PLLC and GreenGrowth CPAs, which partially offsets concern.

The key factor will be how M&K and the SEC Office of Chief Accountant address the open valuation and materiality issues for periods up to the audit of financials as of May 31, 2026. Subsequent company filings may provide more detail on any adjustments or restatements that result from this process.

8-K Event Classification

2 items: 4.01, 9.01

2 items

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in auditors did PreAxia Health Care Payment Systems (PAXH) disclose?

PreAxia dismissed Saddler Gibb & Associates as its independent registered public accounting firm on February 19, 2026, after an engagement starting December 23, 2025. It then engaged M&K CPAs on February 20, 2026 to audit its consolidated financial statements as of May 31, 2026.

Why is PreAxia Health Care Payment Systems (PAXH) communicating with the SEC Office of Chief Accountant?

PreAxia stated it is in communication with the SEC’s Office of Chief Accountant to resolve valuation and materiality questions relating to prior periods. These issues arose during discussions with Saddler Gibb & Associates and are expected to be addressed with the company’s newly engaged accounting firm.

Did PreAxia (PAXH) report any disagreements with its prior auditors Fruci & Associates II, PLLC?

PreAxia reported no disagreements with Fruci & Associates II, PLLC during its most recent fiscal year and through Fruci’s termination on December 9, 2025. Fruci’s audit report for the year ended May 31, 2025 contained no adverse opinion, disclaimer of opinion, or qualification regarding the company’s financial statements.

What did PreAxia (PAXH) disclose about its former auditor GreenGrowth CPAs?

The company stated GreenGrowth CPAs’ report for the year ended May 31, 2024 contained no adverse opinion, disclaimer, or qualification. It further disclosed there were no disagreements with GreenGrowth during its tenure from August 2, 2023 until the firm’s resignation on October 25, 2024.

Did Saddler Gibb & Associates issue any audit reports for PreAxia (PAXH)?

No audit reports were issued by Saddler Gibb & Associates. The firm served as PreAxia’s independent registered public accounting firm from December 23, 2025 through its dismissal on February 19, 2026, a period during which the company also missed a filing deadline.

What exhibits related to auditors were included in PreAxia’s 8-K filing?

The exhibits list a pending letter from Saddler Gibb & Associates and letters from Fruci & Associates II, PLLC dated December 9, 2025, and GreenGrowth CPAs dated October 29, 2024. These letters address their views on disclosures regarding changes in PreAxia’s certifying accountants.

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

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Accepted by SEC EDGAR 02/25/2026 - 09:25 PM Learn about SEC filing dates

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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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB