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|8-KFeb 25, 9:25 PM ET

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. 8-K

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PreAxia Health Care Payment Systems Dismisses Auditor, Engages New Firm

What Happened

  • PreAxia Health Care Payment Systems Inc. filed an 8-K (Item 4.01) reporting that it dismissed its independent registered public accounting firm, Saddler Gibb & Associates, effective February 19, 2026. Saddler Gibb served for the period December 23, 2025 through February 19, 2026 and did not issue any audit reports.
  • On February 20, 2026, PreAxia engaged M&K CPAs to serve as its new independent registered public accounting firm to audit the company’s consolidated financial statements as of May 31, 2026. The company says it did not consult M&K about accounting matters prior to the engagement.
  • The filing notes a missed filing deadline and unresolved discussions with Saddler Gibb regarding valuation and materiality for prior periods. PreAxia is in communications with the U.S. Securities and Exchange Commission Office of the Chief Accountant to resolve questions that will be addressed by the new accounting firm.

Key Details

  • Dismissal effective date: February 19, 2026 (Saddler Gibb served 12/23/2025–2/19/2026; no reports issued).
  • New auditor engaged: M&K CPAs on February 20, 2026, to audit statements as of May 31, 2026.
  • Prior auditors: Fruci & Associates II’s audit for year ended May 31, 2025 contained no adverse opinions; Fruci terminated 12/9/2025. GreenGrowth CPAs’ report for year ended May 31, 2024 contained no adverse opinions; GreenGrowth resigned 10/25/2024.
  • PreAxia provided Saddler Gibb a copy of the Form 8-K and requested a letter from Saddler Gibb; that letter is pending. Letters from Fruci and GreenGrowth are included by reference.

Why It Matters

  • Auditor changes and a missed filing deadline are material events for investors because they can affect the timing and reliability of financial reporting. The company’s ongoing discussions with the SEC Office of the Chief Accountant indicate there are open accounting questions that M&K will need to address.
  • Investors should monitor upcoming filings (including the audit for the year ended May 31, 2026) and any SEC correspondence or disclosures for updates on the resolution of valuation/materiality issues and potential impacts on financial statements.