6-K

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 June 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 NI 51-102
99.2	Response letter Successor Auditor MNP LLP
99.3	Response letter Predecessor auditor KPMG LLP

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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.
	(Registrant)
Date: June 1, 2023	/s/ Eugene Woychyshyn
	Eugene Woychyshyn
	Chief Financial Officer

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EX-99.1

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 MNP 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 it will not stand for reappointment as the auditor of the Company for the fiscal year ending December 31, 2023.
2.	Effective as of May 18, 2023, MNP LLP (the “Successor Auditor”), has indicated that it will stand for appointment as the auditor of the Company for the fiscal year ending December 31, 2023.
3.	The resignation of the Predecessor Auditor and the appointment of the Successor Auditor have been considered and approved by the Audit Committee and the Board of Directors of the Company (the "Board").
4.	The Board has resolved to propose to the Company's shareholders to appoint the Successor Auditor as its auditor at the next annual meeting of the shareholders of the Company.
5.	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 for the years ended December 31, 2022 and 2021 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."
6.	There have been no "Reportable Events", as defined in National Instrument 51-102 (Part 4.11).

DATED May 24, 2023

NXT ENERGY SOLUTIONS INC.
Per:	“/S/ Eugene Woychyshyn”
	Eugene Woychyshyn VP of Finance and Chief Financial Officer

EX-99.2

 EXHIBIT 99.2

 

EX-99.3

 EXHIBIT 99.3