SRx Health Solutions (NYSE: SRXH) received a public warning letter from NYSE American on Feb 18, 2026, for failing to comply with Sections 301 and 713 of the Company Guide related to the issuance of approximately 7.5 million common shares between Dec 31, 2025 and Jan 23, 2026.
The Company says it filed a listing application on Dec 12, 2025 and obtained stockholder written consent on Oct 8, 2025, but the Exchange found that stockholder approval was deficient under its internal guidance. All Preferred Shares have since been converted or redeemed, with redemption described in the Feb 12, 2026 Form 8-K.
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Positive
Filed listing application on Dec 12, 2025
Stockholders provided written consent on Oct 8, 2025
All Preferred Shares converted or redeemed as of Feb 12, 2026
Negative
Received NYSE public warning letter on Feb 18, 2026
Issued approximately 7.5 million common shares between Dec 31, 2025 and Jan 23, 2026
Exchange found deficient stockholder approval under internal guidance
Failure to obtain prior Exchange listing approval required by Section 301
News Market Reaction – SRXH
-0.39%
1 alert
-0.39%News Effect
-$149KValuation Impact
$38MMarket Cap
59KVolume
On the day this news was published, SRXH declined 0.39%, reflecting a mild negative market reaction.
This price movement removed approximately $149K from the company's valuation, bringing the market cap to $38M at that time.
Shares issued:approximately 7.5 million sharesPar value common:$0.001 per sharePar value preferred:$0.001 per share+5 more
8 metrics
Shares issuedapproximately 7.5 million sharesCommon stock issued on conversion of Series A Preferred between Dec 31, 2025 and Jan 23, 2026
Par value common$0.001 per sharePar value of SRXH common stock referenced in NYSE letter
Par value preferred$0.001 per sharePar value of Series A Convertible Preferred Stock
Section 301Section 301NYSE American Company Guide listing application requirement cited in warning
Section 713Section 713NYSE American Company Guide 20% stockholder approval rule cited in warning
20% thresholdexceeded 20% of Common StockIssuance exceeded 20% of outstanding common stock without compliant approval
Warning letter dateFebruary 18, 2026Date NYSE Regulation Staff issued public warning letter
Conversion windowDec 31, 2025–Jan 23, 2026Period during which Subject Shares were issued on conversion
Market Reality Check
Price:$0.1262Vol:Volume 15,435,205 is belo...
low vol
$0.1262Last Close
VolumeVolume 15,435,205 is below the 20-day average 40,132,122, suggesting a softer-than-usual reaction so far.low
TechnicalShares at 0.1277 are trading below the 200-day MA of 0.38, reflecting a longer-term downtrend ahead of this warning.
Peers on Argus
SRXH fell 5.06% while peers were mixed: AMS down 2.3%, MODV down 18.59%, but CCM...
SRXH fell 5.06% while peers were mixed: AMS down 2.3%, MODV down 18.59%, but CCM and NIVF up 3.17% and 4.82% respectively, pointing to a stock-specific reaction.
Additional allocation to crypto treasury strategy, taking holdings to $18M.
Pattern Detected
Recent company news, including balance sheet moves and product launches, has often been met with selling pressure regardless of perceived positivity.
Recent Company History
Over the past month, SRXH has issued a series of material updates. On Jan 27, 2026 it increased its digital asset allocation to $18M, followed by reducing its crypto short exposure on Feb 3. The company then launched its EventHorizonIQ platform on Feb 6, redeemed and canceled about 125M as-converted common shares tied to Series A preferred on Feb 11, and reported Q1 FY2026 results plus an EMJ Crypto acquisition agreement on Feb 13. Despite several seemingly constructive steps, most of these announcements saw negative price reactions, setting the backdrop for today’s NYSE American warning letter.
Market Pulse Summary
This announcement details a NYSE American warning letter citing SRXH’s failure to secure timely list...
Analysis
This announcement details a NYSE American warning letter citing SRXH’s failure to secure timely listing approval and compliant stockholder authorization for an issuance above the 20% threshold, tied to about 7.5 million new common shares from preferred conversions. It follows recent 8-K and 424B filings around equity lines, large resale registrations, and redemption of Series A preferred. Investors may track how the company addresses NYSE requirements, manages future equity issuance, and executes on its broader strategic and digital asset plans.
Key Terms
warning letter, nyse regulation, series a convertible preferred stock, securities purchase agreement, +4 more
8 terms
warning letterregulatory
"it received a public warning letter (the “Letter”) from the NYSE Regulation Staff"
A warning letter is a formal notice from a government regulator saying a company has violated laws or rules, often about product safety, manufacturing, labeling, or marketing claims. Like a landlord’s official notice to fix a dangerous problem, it signals the company must correct issues or face fines, product holds, or reputational harm—risks that can delay sales, approvals, or damage share value, so investors watch them closely.
nyse regulationregulatory
"received a public warning letter (the “Letter”) from the NYSE Regulation Staff"
NYSE Regulation is the enforcement and oversight arm of the New York Stock Exchange that writes and applies the rules for listed companies and trading on the exchange. Think of it as a referee and rulebook combined: it monitors trading for wrongdoing, checks that companies meet listing and reporting requirements, and can fine or remove firms that break rules. Investors care because these actions help keep markets fair, reliable, and reduce the risk that a company’s shares become untradeable or lose credibility.
series a convertible preferred stockfinancial
"conversion of certain shares of the Company’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
securities purchase agreementfinancial
"The Preferred Shares were issued pursuant to a Securities Purchase Agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
form 8-kregulatory
"are described in the Company’s Current Report on Form 8-K filed with the SEC"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.
definitive schedule 14cregulatory
"Such stockholder actions taken by written consent are described in the Company’s Definitive Schedule 14C"
A definitive Schedule 14C is the final, official information statement a public company files with the U.S. Securities and Exchange Commission to notify shareholders about important corporate actions when the company is not asking investors to send in votes by proxy. Think of it as a detailed, signed brochure that explains what is changing, why it matters, and how the decision affects shareholders’ ownership or value—useful for investors tracking governance, transactions, or material shifts.
stockholder approvalregulatory
"failed to obtain stockholder approval of an issuance that exceeded 20% of the Common Stock"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
common stockfinancial
"issuance of approximately 7.5 million shares (the “Subject Shares”) of the Company’s common stock"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
AI-generated analysis. Not financial advice.
NORTH PALM BEACH, Fla., Feb. 20, 2026 (GLOBE NEWSWIRE) -- SRx Health Solutions, Inc. (NYSE American: SRXH) (the "Company") today announced that on February 18, 2026, it received a public warning letter (the “Letter”) from the NYSE Regulation Staff of the New York Stock Exchange (the “Exchange”) notifying the Company that it failed to comply with Sections 301 and 713 of the NYSE American LLC Company Guide (the “Company Guide”).
The Letter relates to the issuance of approximately 7.5 million shares (the “Subject Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), between December 31, 2025 and January 23, 2026, upon conversion of certain shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”). The Preferred Shares were issued pursuant to a Securities Purchase Agreement, dated October 27, 2025, by and among the Company and certain investors (the “Agreement”). The Agreement and the Preferred Shares are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025. Specifically, the Letter states that the Company failed to file an application to obtain the Exchange’s listing approval for the issuance of additional shares of the Common Stock as required under Section 301 of the Company Guide and failed to obtain stockholder approval of an issuance that exceeded 20% of the Common Stock outstanding, as required under Section 713 of the Company Guide.
The Company filed an application to obtain the Exchange’s listing approval for the issuance of the Common Stock issuable upon conversion of the Preferred Shares on December 12, 2025. At the time of such filing, the conditions precedent to the conversion of the Preferred Shares under the Agreement had not been met and no shares of Common Stock had been issued in connection therewith.
The Company obtained stockholder approval of the issuance of the Preferred Shares, and the issuance of the Common Stock upon the conversion thereof, including the potential for such issuance to exceed 20% of the Common Stock then-outstanding, by written consent of the stockholders on October 8, 2025. Such stockholder actions taken by written consent are described in the Company’s Definitive Schedule 14C filed with the SEC on October 20, 2025. The Exchange has advised the Company that such stockholder approval was deficient under the Exchange’s unpublished internal guidance on generic proxy proposals, which led to the violations set forth in the Letter.
As of the date of this Current Report, all of the Preferred Shares have been either converted into Common Stock or redeemed by the Company, and no Preferred Shares are outstanding. Such redemption of Preferred Shares is described in the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2026.
Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “expect,” “intend,” “aim,” “plan,” “may,” “could,” “target,” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to, the ability to complete the proposed transaction, shareholder approvals, market conditions, regulatory considerations, and other risks described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them, except as required by law.
Company Contact SRx Health Solutions, Inc. Kent Cunningham, Chief Executive Officer
Investor Relations Contact KCSA Strategic Communications Valter Pinto, Managing Director 212-896-1254 valter@kcsa.com
FAQ
Why did SRx Health Solutions (SRXH) receive an NYSE American warning letter on Feb 18, 2026?
Because the Exchange determined the company failed to obtain required listing and shareholder approvals before issuing shares. According to the company, the Letter cites Sections 301 and 713 relating to prior listing approval and stockholder approval exceeding 20%.
How many shares did SRx Health Solutions (SRXH) issue that prompted the NYSE warning?
Approximately 7.5 million shares were issued between Dec 31, 2025 and Jan 23, 2026. According to the company, those issuances arose from conversion of Series A convertible preferred shares under the October 27, 2025 agreement.
Did SRx Health Solutions (SRXH) obtain shareholder approval for the preferred conversion before issuance?
The company obtained stockholder written consent on Oct 8, 2025, covering the Preferred Shares and potential conversion. According to the company, the Exchange deemed that approval deficient under its unpublished internal guidance on proxy proposals.
Has SRx Health Solutions (SRXH) resolved the preferred shares matter after the NYSE letter?
Yes; all Preferred Shares have been either converted into Common Stock or redeemed. According to the company, the redemption and conversions are described in its Form 8-K filed Feb 12, 2026.
What specific Exchange rules did SRx Health Solutions (SRXH) allegedly violate?
The Letter cites Sections 301 and 713 of the NYSE American Company Guide regarding listing approval and issuances exceeding 20% of outstanding stock. According to the company, the violations stem from deficient stockholder approval under Exchange internal guidance.
Will the NYSE warning letter affect SRx Health Solutions (SRXH) listing status immediately?
The Letter is a public warning noting noncompliance; it does not state an immediate delisting action. According to the company, the Exchange advised the deficiencies but the company subsequently converted or redeemed the Preferred Shares.
