PreAxia delays 2026 annual report, cites auditor

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

Rhea-AI Filing Summary

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.

Key Figures

Reporting period: Year ended May 31, 2026 Rule 12b-25 extension: 15 calendar days Signature date: August 31, 2026

3 metrics

Reporting period Year ended May 31, 2026 Period covered by the delayed Annual Report on Form 10-K

Rule 12b-25 extension 15 calendar days Maximum time after the prescribed due date to file the delayed annual report

Signature date August 31, 2026 Date the Chief Executive Officer signed the late-filing notification

Key Terms

Form 12b-25, Rule 12b-25, Form 10-K, Annual Report, +1 more

5 terms

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K for the year ended May 31, 2026"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Annual Report financial

"in connection with its Annual Report on Form 10-K"

An annual report is a comprehensive, year-end document a publicly traded company issues that presents its financial statements, management’s discussion of results, business strategy, and key risks. Investors use it like a combined report card and roadmap to judge a company’s financial health, how it makes money, and whether its plans and risks are likely to raise or lower future value, helping inform buy, hold, or sell decisions.

independent public accountant financial

"finalizing its financial statements with its independent public accountant"

FAQ

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

Why did PAXH file a Form 12b-25 for its 2026 Form 10-K?

PAXH filed Form 12b-25 because it experienced a delay in completing necessary disclosures and finalizing its financial statements with its independent public accountant for the Form 10-K for the year ended May 31, 2026.

When does PAXH expect to file its delayed Form 10-K?

PAXH states that the Form 10-K for the year ended May 31, 2026 will be filed within the 15-day extension period permitted under Rule 12b-25 following the prescribed due date.

Does PAXH expect significant changes in results of operations in the upcoming Form 10-K?

No. PAXH indicates it does not anticipate any significant change in results of operations from the corresponding period of the prior fiscal year in the earnings statements to be included in the delayed Form 10-K.

Are PAXH’s other SEC periodic reports current despite the late Form 10-K?

Yes. PAXH confirms that all other periodic reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months have been filed.

Who signed the late-filing notification for PAXH?

The notification was signed on behalf of PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. by Tom Zapatinas, who is identified as the company’s Chief Executive Officer.

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

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Available on EDGAR 08/31/2026 - 03:36 PM EDT Accepted by SEC EDGAR 08/31/2026 - 03:35 PM EDT Learn about SEC filing dates

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number: 3235-0058 Expires: September 30, 2028 Estimated average burden hours per response ... 2.50
	SEC FILE NUMBER 000-52365
	CUSIP NUMBER 74007P 10 2

(Check one):

[X ] Form 10-K    [ ] Form 20-F    [ ] Form 11-K [   ] Form 10-Q    [ ] Form 10-D    [ ] Form N-CEN    [ ] Form N-CSR

For Period Ended: May 31, 2026

[  ]	Transition Report on Form 10-K
[  ]	Transition Report on Form 20-F
[  ]	Transition Report on Form 11-K
[  ]	Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
Full Name of Registrant

N/A
Former Name if Applicable

PO Box 368
Address of Principal Executive Office (Street and Number)

Dunedin, Florida 34698
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

[   ]	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
[X]	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
[   ]	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant has experienced a delay in completing the necessary disclosures and finalizing its financial statements with its independent public accountant in connection with its Annual Report on Form 10-K for the year ended May 31, 2026 (the “Annual Report”). As a result of this delay, the Registrant is unable to file its Annual Report by the prescribed filing date without unreasonable effort or expense.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Tom Zapatina	403	850-4120
	(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). [X ] Yes [ ] No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? [ ] Yes [X ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 31, 2026	By:	/s/ Tom Zapatinas
		Tom Zapatinas
	Title:	Chief Executive Officer

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