Preaxia Health Care Files 8-K Disclosing Non-Riance on Q3 2025 Financials

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): April
9, 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 Statements
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

On
April 9, 2026, the management of PreAxia Health care Payment Systems Inc., a Nevada corporation (the “Company”), identified
material errors in the previously 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.

The
errors discovered for the Non-Reliance Period relate to the Non-Reliance Period’s stock award valuation and timing, and lack of
option disclosures. The Company’s management is currently endeavoring to make the necessary corrections.

The
Company’s management has concluded that it is appropriate to correct the errors in accounting in the Company’s financial
statements for the Non-Reliance Period included in the applicable Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”), by restating such financial information as the impact of the errors in the financial statements
is expected to be material to the financial statements for the Non-Reliance Period (the “Restatement”). The Company
will disclose in the to-be-filed Amended Quarterly Reports on Form 10-Q for the three months ended August 31, 2025, the financial statements
with corrections to the errors in accounting for the Non-Reliance Period. As a result, the financial statements for the Non-Reliance
Period should no longer be relied on. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor
presentations or other communications describing the Company’s financial statements and other related financial information covering
the Non-Reliance Periods should no longer be relied upon.

Management
has assessed the effect 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, the Company will continue to report a material weakness.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented
or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that the Company’s
disclosure controls and procedures and internal control over financial reporting are effective. As a result of the material weaknesses,
the Company continues to believe that its internal control over financial reporting was not effective, and its disclosure controls and
procedures were not effective for the Non-Reliance Periods.

The
Company’s management has discussed the matters disclosed in this Item 4.02 with Fruci & Associates, CPAs and M&K CPAs,
the Company’s former and current independent registered public accounting firms. M&K will oversee the review for the Amended
Quarterly Reports on Form 10-Q for the three months ended August 31, 2025.

Section 9 - Financial Statements and Exhibits

Item
9.01 Financial Statements and Exhibits

| Exhibit No. | | Document | |
| 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: April 21, 2026 | /s/ Tom Zapatinas |
| | Name: Tom Zapatinas |
| | Title:  President/Chief Executive Officer |