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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): December 23, 2025
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) | | Engagement of
New Independent Registered Public Accounting Firm. |
On December 23, 2025, the Registrant engaged
the firm of Sadler Gibb and Associates ("SadlerGibb") 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 December 23, 2025 did the Registrant consult with SadlerGibb 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)( l )(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.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Document |
|
| 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: December 23, 2025 |
/s/ Tom Zapatinas |
| |
Name: Tom Zapatinas |
| |
Title: President/Chief Executive Officer |