6-K - NSFDF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of May 2023

Commission File Number: 000-24027

NXT Energy Solutions Inc.

| (Translation of registrant's name into English) |

Suite 302, 3320-17th Avenue S.W.

Calgary, Alberta T3E 0B4

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Yes ☐ No ☒

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities

Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

The Issuer is filing material documents not previously filed.

Exhibit List:

99.1	Notice of Change of Auditor.
99.2	Response letter.

2

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, thereunto duly authorized.

	NXT Energy Solutions Inc.

| | Eugene Woychyshyn |

| | Chief Financial Officer |

3

nxt_ex991.htm EXHIBIT 99.1

Notice of Change of Auditor

Pursuant to National Instrument 51-102 (Part 4.11)

TO: Alberta Securities Commission

British Columbia Securities Commission

Ontario Securities Commission

AND TO: KPMG LLP

In accordance with section 4.11 of National Instrument 51-102, NXT Energy Solutions Inc. (the “Company”) hereby provides notice as follows:

1.	Effective as of April 25, 2023, KPMG LLP (the “Predecessor Auditor”), has indicated that they will not stand for reappointment as the auditor of the Company for the fiscal year ending December 31, 2023.
2.	No successor auditor will be appointed as the Company’s auditor until the next meeting of shareholders of the Company.
3.	The resignation of the Predecessor Auditor was considered and approved by the Audit Committee and the Board of Directors of the Company.
4.	There were no modified opinions expressed in the Predecessor Auditor’s Reports on the Company’s consolidated financial statements for the two most recently completed fiscal years nor for any period subsequent thereto for which an audit report was issued and preceding the date hereof except as follows: KPMG LLP’s report on the consolidated financial statements of NXT as of and for the years ended December 31, 2022 and 2021 contained a separate paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company’s current and forecasted cash and cash equivalents and short-term investments position is not expected to be sufficient to meet its obligations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
5.	In the opinion of the Company, there have been no “Reportable Events”, as defined in National Instrument 51-102 (Part 4.11).

DATED April 28, 2023

NXT ENERGY SOLUTIONS INC.

Per: ”/s/ Eugene Woychyshyn”

Eugene Woychyshyn

VP of Finance and Chief Financial Officer

nxt_ex992.htm EXHIBIT 99.2