Panamera Holdings Corp: non-reliance on prior financial statements

What happened

• On Oct 26, 2026 the Audit Committee of Panamera Holdings Corp concluded that the company's previously issued audited consolidated financial statements for the fiscal years ended Jul 31, 2025, 2024, 2023 and 2022 and unaudited condensed consolidated financial statements for quarterly periods ended Apr 30, 2022 through Apr 30, 2026 (the "Non-Reliance Periods") should no longer be relied upon.
• The conclusion resulted from the company's determination that it did not record or disclose obligations under an employment agreement dated Feb 18, 2022 between the company and a former vice president. The Employment Agreement provided for an annual base salary of $250,000 for a 3-year term; the company made no salary payments under it. The former vice president resigned effective Feb 9, 2024 and on Mar 1, 2024 filed suit 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 and were not reflected in the Non-Reliance Periods' financial statements.

Key details

• On Aug 17, 2026 the company entered into a settlement agreement, without admission of liability, under which it will pay $650,000 in installments through Aug 2027.
• The company expects the correction to increase accrued liabilities by approximately $112,000 at Jul 31, 2022; $362,000 at Jul 31, 2023; $506,000 at Jul 31, 2024; and $509,000 at Jul 31, 2025.
• The company expects operating expenses to increase by approximately $112,000 in fiscal 2022; $250,000 in fiscal 2023; $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 Jul 31, 2025, and will file them as soon as practicable.

Why it may matter

• Item reported: Item 4.02 — non-reliance on previously issued financial statements or a related audit report or interim review. Item 4.02 covers the audit committee's determination that previously issued financial statements should no longer be relied upon and the company's plan to restate those periods. The filing does not show why the insider traded or why the company acted.