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~~April 209, 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 StatementsItem 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~Item~~On 4April 9, 2026, the management of PreAxia Health care Payment Systems Inc.01, ~~Changes~~a Nevada corporation (the “Company”), identified material errors in ~~Registrant's~~the ~~Certifying~~previously ~~Accountant~~released financial statements for the three months ended August 31, 2025 (the “Non-Reliance Period”) and concluded that such financial statements should no longer be relied upon.

~~(a)~~The errors ~~Resignation~~discovered for the Non-Reliance Period relate to the Non-Reliance Period’s stock award valuation and timing, and lack of option ~~independent~~disclosures. ~~Registered~~The ~~Public~~Company’s ~~Accounting~~management ~~Firm~~is currently endeavoring to make the necessary corrections.

OnThe Company’s ~~February~~management ~~19,~~has ~~2026,~~concluded ~~PreAxia~~that ~~Health~~it ~~Care~~is ~~Payment Systems~~appropriate ~~Inc.~~to ~~notified~~correct ~~Saddler~~the ~~Gibb~~errors &in ~~Associates~~accounting ~~(SaddlerGibb)~~in ofthe ~~its~~Company’s ~~dismissal,~~financial statements ~~effective~~for asthe ofNon-Reliance Period included in the ~~same~~applicable ~~day,~~Quarterly asReports on Form 10-Q filed with the ~~Registrant's independent~~Securities ~~registered~~and ~~public~~Exchange Commission ~~accounting~~(the “SEC”), ~~firm.~~by ~~The~~restating ~~former~~such ~~auditors~~financial ~~served~~information as the ~~independent~~impact ~~registered~~of ~~accounting~~the ~~firm~~errors ofin the ~~Company’s~~financial statements is expected to be material to the financial statements for the ~~period~~Non-Reliance ~~from~~Period ~~December~~(the “Restatement”). ~~23,~~The ~~2025,~~Company will ~~through~~disclose ~~February~~in ~~19,~~the ~~2026,~~to-be-filed ~~and~~Amended ~~did~~Quarterly ~~not~~Reports ~~release~~on ~~any~~Form ~~reports.~~10-Q ~~During~~for the ~~engagement, PreAxia~~three ~~missed~~months aended ~~filing~~August ~~deadline~~31, ~~and~~2025, inthe ~~discussions~~financial statements with ~~SaddlerGibb,~~corrections ~~regarding~~to ~~valuation~~the ~~and~~errors ~~materiality~~ in ~~prior~~accounting ~~periods~~for the Non-Reliance Period. As a result, ~~could~~the wefinancial ~~never~~statements for the Non-Reliance ~~reach~~Period ~~any~~should ~~definitive~~no ~~conclusions~~longer be relied on. ~~PreAxia~~Similarly, isany inpreviously ~~communications~~issued ~~with~~or ~~the~~filed USreports, ~~Securities~~press releases, earnings releases, and ~~Exchange~~investor presentations ~~Commission~~or ~~Office~~other ofcommunications ~~Chief~~describing ~~Accountant to~~the ~~resolve~~Company’s ~~certain~~financial ~~questions~~statements toand beother ~~addressed~~related byfinancial ~~our~~information ~~new~~covering the ~~accounting~~Non-Reliance ~~firm~~Periods should no longer be relied upon.

~~Fruci~~Management has &assessed ~~Associates~~the IIeffect of the Restatement on the Company’s internal control over financial reporting and its disclosure controls and procedures. As a result of the analysis of the cause of the Restatement, ~~PLLC~~the ~~("Fruci")~~Company ~~audit~~will continue to report ~~for~~a material weakness. ~~the~~A ~~year~~material ~~ended~~weakness ~~May~~is 31a deficiency, ~~2025~~or a combination of deficiencies, ~~did~~in ~~not~~internal ~~contain~~control anover ~~adverse~~financial ~~opinion~~reporting, ~~disclaimer~~such ofthat ~~opinion~~there is ora ~~qualification~~reasonable ~~concerning~~possibility ~~the~~that ~~Registrant'~~a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~There~~The ~~have~~existence ~~been~~of noone ~~disagreements~~or ~~with~~more ~~Fruci~~material ~~during~~weaknesses precludes a conclusion by management that the Company'’s disclosure ~~most~~controls ~~recent~~and ~~fiscal~~procedures ~~year~~ and ~~any~~internal ~~subsequent~~control ~~interim~~over ~~period through~~financial ~~the~~reporting ~~date~~are effective. As a result of ~~termination~~the onmaterial ~~December~~weaknesses, the 9Company continues to believe that its internal control over financial reporting was not effective, ~~2025~~and its disclosure controls and procedures were not effective for the Non-Reliance Periods.

The Company’s ~~prior~~management ~~auditors,~~has ~~GreenGrowth~~discussed ~~CPA’s~~the ~~(“GreenGrowth”) report~~matters ondisclosed ~~the~~in ~~year~~this ~~ended~~Item ~~May~~4.02 ~~31,~~with ~~2024,~~Fruci ~~did~~& ~~not~~Associates, ~~contain~~CPAs anand ~~adverse~~M&K ~~opinion~~CPAs, the ~~disclaimer~~Company’s offormer ~~opinion~~and orcurrent ~~qualification~~independent ~~concerning~~registered ~~the~~public ~~Registrant's financial~~accounting ~~statements~~firms. ~~There~~M&K ~~have~~will ~~been~~oversee nothe ~~disagreements~~review ~~with~~for ~~GreenGrowth~~the ~~during~~Amended Quarterly ~~their~~Reports ~~tenure~~on asForm ~~auditor~~10-Q ~~from~~for ~~August 2, 2023, through~~ the ~~date~~ ofthree ~~their~~months ~~resignation~~ended onAugust ~~October 25~~31, ~~2024~~2025.

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
Date: April 21, 2026	/s/ Tom Zapatinas
	Name: Tom Zapatinas
	Title: President/Chief Executive Officer

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