Panamera Holdings to restate four fiscal years

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Form Type

8-K

Rhea-AI Filing Summary

Panamera Holdings Corp. (PHCI) said audited consolidated financial statements for fiscal years ended July 31, 2022 through 2025 and unaudited quarterly statements for periods ended April 30, 2022 through April 30, 2026 should no longer be relied upon. The Audit Committee attributed the issue to obligations under a February 18, 2022 employment agreement with a former Vice President that were not recorded or disclosed.

Preliminary corrections are expected to increase accrued liabilities by approximately $112,000 at July 31, 2022, $362,000 at July 31, 2023, $506,000 at July 31, 2024, and $509,000 at July 31, 2025, and operating expenses by approximately $112,000 in fiscal 2022, $250,000 in fiscal 2023, $144,000 in fiscal 2024, and $3,000 in fiscal 2025. The estimates exclude payroll taxes, legal fees and other items under evaluation. The company will restate the periods in an amendment to a previously filed periodic report and its fiscal 2025 annual report, filing them as soon as practicable. A settlement agreement entered August 17, 2026, without admission of liability, requires the company to pay $650,000 in installments through August 2027. Douglas Baker, Chief Financial Officer and Director, signed the report.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.Company will restate four fiscal years and quarterly periods through April 2026.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Key Figures

Settlement payment: $650,000 Employment agreement annual base salary: $250,000 Employment agreement term: 3 years +5 more

8 metrics

Settlement payment $650,000 Payable in installments through August 2027 under the settlement agreement entered August 17, 2026

Employment agreement annual base salary $250,000 Agreement dated February 18, 2022

Employment agreement term 3 years Agreement dated February 18, 2022

Accrued liabilities correction Approximately $509,000 At July 31, 2025

Operating expenses correction Approximately $112,000 Fiscal 2022

Operating expenses correction Approximately $250,000 Fiscal 2023

Operating expenses correction Approximately $144,000 Fiscal 2024

Operating expenses correction Approximately $3,000 Fiscal 2025

Key Terms

Non-Reliance Periods, condensed consolidated financial statements, accrued liabilities, restatement

4 terms

Non-Reliance Periods financial

"together, the "Non-Reliance Periods""

condensed consolidated financial statements financial

"unaudited condensed consolidated financial statements"

A condensed consolidated financial statement is a shortened version of the full financial reports that combines a parent company and its subsidiaries into a single set of figures. It gives investors a quick, top-level view of the group’s assets, liabilities, income and cash flows—like a summary page of a longer report—helping assess overall financial trends and exposures while omitting the detailed schedules and notes found in full statements.

accrued liabilities financial

"increase accrued liabilities by approximately"

restatement financial

"will restate the Non-Reliance Periods"

A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.

FAQ

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

Why were PHCI's financial statements placed in non-reliance?

The Audit Committee concluded that obligations under a February 18, 2022 employment agreement with a former Vice President had not been recorded or disclosed. The agreement provided an annual base salary of $250,000 for a three-year term; Panamera Holdings made no salary payments under it.

What settlement payment did PHCI agree to?

Panamera Holdings entered into a settlement agreement on August 17, 2026, without admission of liability, under which it will pay $650,000 in installments through August 2027.

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

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Available on EDGAR 10/26/2026 - 05:22 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:22 PM EDT

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) October 26, 2026

PANAMERA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-55569

46-5707326

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P O Box 7796

Edmond, OK

73083

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (405) 850-2063

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. ☐

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Interim Review

On October 26, 2026 the Audit Committee of the Board of Directors (the "Audit Committee") of Panamera Holdings Corporation (the "Company"), after discussion with management, concluded that the Company's previously issued audited consolidated financial statements as of and for the fiscal years ended July 31, 2025, 2024, 2023 and 2022, included in the Company's Annual Reports on Form 10-K filed on January 6, 2023 (as amended on September 19, 2023), November 16, 2023, January 13, 2025 and November 25, 2025, and the unaudited condensed consolidated financial statements for the quarterly periods ended April 30, 2022 through April 30, 2026, included in the Company's Quarterly Reports on Form 10-Q (together, the "Non-Reliance Periods") should no longer be relied upon. Related earnings releases, reports and communications describing those financial statements should also no longer be relied upon.

The conclusion resulted from the Company's determination that it did not record or disclose its obligations under an employment agreement dated February 18, 2022 between the Company and a former Vice President (the "Employment Agreement"). The Employment Agreement, signed on behalf of the Company by its then Chairman, provided for an annual base salary of $250,000 for a three-year term. The Company made no salary payments under it. The former Vice President resigned effective February 9, 2024 and on March 1, 2024 filed suit against the Company for breach of contract in the 80th Judicial District Court of Harris County, Texas. The Employment Agreement and the lawsuit were not disclosed to the Board of Directors and were not reflected in the Non-Reliance Periods' financial statements, and the lawsuit was not disclosed under Legal Proceedings in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2024. On August 17, 2026, the Company entered into a settlement agreement, without admission of liability, under which it will pay $650,000 in installments through August 2027.

The Company expects the correction to increase accrued liabilities by approximately $112,000 at July 31, 2022, $362,000 at July 31, 2023, and $506,000 at July 31, 2024, and $509,000 at July 31, 2025 and to increase operating expenses by approximately $112,000 in fiscal 2022, $250,000 in fiscal 2023 and $144,000 in fiscal 2024, and $3,000 in fiscal 2025. These amounts are preliminary and exclude payroll taxes, legal fees and other items under evaluation.

The Company will restate the Non-Reliance Periods in an amendment to its previously filed periodic report, in its Annual Report on Form 10-K for the fiscal year ended July 31, 2025, and will file them as soon as practicable.

The Audit Committee discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm.

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.

PANAMERA HOLDINGS CORPORATION

/s/ Douglas Baker
Douglas Baker
Chief Financial Officer, and Director

Date: October 26, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents