Quipt Home Medical Corp SEC Filings

Quipt Home Medical Corp. disclosed that it has released its financial results for the year ended September 30, 2025, in a press release dated December 15, 2025. This update relates to the company’s results of operations and financial condition and is being reported under a current report to regulators.

The press release is furnished as Exhibit 99.1 and includes financial information prepared under U.S. GAAP as well as Non-GAAP financial measures. It also provides reconciliations between these Non-GAAP measures and the most directly comparable GAAP figures, along with management’s explanation of why these alternative metrics are useful to investors. The information in this report and the exhibit is expressly treated as furnished, not filed, under U.S. securities laws.

Quipt Home Medical Corp., a U.S. durable/home medical equipment provider focused on respiratory care across 27 states, files its annual report for the year ended September 30, 2025. The company has agreed to be acquired by entities affiliated with Kingswood Capital Management for $3.65 per share in cash, after which it is expected to go private and its shares will be delisted from Nasdaq and the TSX, subject to shareholder, court and regulatory approvals in the first half of 2026.

Quipt highlights an acquisitive growth strategy, including the purchase of Mediserve Medical Equipment of Kingsport for about $2.6 million and a 60% stake in Hart Medical Equipment with additional debt repayment funded under its senior credit facility. The report emphasizes reliance on Medicare and Medicaid reimbursement, competitive pressure from national and regional DME/HME providers, and detailed risk disclosures covering supply chain and labor constraints, inflation and interest rates, cybersecurity, complex U.S. healthcare regulations, and potential changes to government and private payor payment policies.

Quipt Home Medical Corp. has entered into a definitive Arrangement Agreement to be acquired by entities affiliated with Kingswood Capital Management for US$3.65 in cash per common share via a court-approved plan of arrangement under British Columbia corporate law. The board unanimously approved the deal, judged the cash consideration fair from a financial point of view, and plans to recommend that shareholders vote in favor at a special meeting.

At closing, each common share (other than validly dissenting shares) will be exchanged for US$3.65 in cash, options will vest and be cashed out to the extent their exercise price is below that amount, and restricted share units will be settled for cash at US$3.65, all less applicable taxes. Following completion, Quipt’s shares are expected to be de-listed from the Nasdaq Capital Market and the Toronto Stock Exchange and de-registered in the United States, and the company will cease to be a Canadian reporting issuer.

The parties expect to close in the first half of 2026, subject to conditions including required shareholder approvals (such as a 66⅔% vote threshold), court approval, antitrust clearance under the Hart-Scott-Rodino Act, no Material Adverse Effect, and limits on dissent rights. Shareholders and certain insiders holding approximately 20.9% of the outstanding shares have signed voting support agreements in favor of the transaction, and Kingswood has provided an equity commitment to fund the cash consideration and related costs.

Forager Fund, L.P. and affiliates disclosed an amended Schedule 13D regarding Quipt Home Medical Corp. (QIPT). The filing reports beneficial ownership of 4,199,562 shares, representing 9.7% of outstanding common stock based on 43,443,972 shares. The amendment adds a non-binding Acquisition Proposal dated August 25, 2025: an all-cash offer of $3.10 per share to acquire all outstanding shares, which the filer states is a substantial premium (citing a 120% premium to an unaffected $1.41 closing price on May 19, 2025). The proposal would be funded with cash on hand, is described as not subject to due diligence, contemplates a 30-day go-shop, matching rights, and break-up fees of 3.5% (go-shop) and 5.5% (no-shop) of total purchase price. The filer says it could potentially close within 16 weeks.

Quipt Home Medical Corp. announced that on August 11, 2025 its subsidiary QHM Holdings entered an Equity Purchase Agreement to acquire a 60% membership interest in IRB Medical Equipment, LLC dba Hart Medical Equipment, a Michigan-based provider of durable medical equipment, point-of-service products, and related services. The seller will retain 40% and the company will operate as a joint venture under an amended operating agreement and an Administrative Support Services Agreement.

The purchase price equals 60% of a $35.0 million enterprise value with customary adjustments for cash (not less than $1.0 million), indebtedness, accrued payroll, certain Medicaid settlement amounts and working capital, producing an expected cash price of approximately $17.0–$18.0 million. Quipt expects to fund closing with existing cash and additional cash under its credit facility, subject to lender approval. If financing is not obtained and closing does not occur by September 30, 2025, Quipt may owe a $250,000 fee. The transaction is subject to customary closing conditions.

Quipt Home Medical Corp. announced a press release furnished on August 11, 2025 reporting its financial results for the quarter ended June 30, 2025. The filing states the press release is furnished as Exhibit 99.1 and that the information is furnished, not filed, under the Exchange Act.

The company discloses the press release includes Non-GAAP financial measures along with GAAP comparatives and reconciliations and explains management believes these measures provide useful supplemental information. The 8-K is signed by CFO Hardik Mehta and identifies Quipt as an emerging growth company incorporated in British Columbia, Canada.

Quipt Home Medical Corp. reported results for the quarter and nine months ended June 30, 2025. Revenue for the quarter was $58.3 million, down 4.1% from $60.8 million a year earlier, and nine-month revenue was $177.0 million versus $184.6 million. The company recorded a quarterly net loss of $3.0 million (basic loss per share $0.07) and a nine-month net loss of $7.2 million (basic loss per share $0.17), both larger than the prior-year periods. Adjusted EBITDA remained positive at $13.7 million for the quarter and $41.0 million for nine months.

Quipt ended the period with $11.25 million of cash and total assets of $236.1 million against total liabilities of $133.6 million. The Company was in compliance with its senior credit facility covenants and had $66.0 million principal outstanding under that facility. Management disclosed a DOJ civil investigative demand related to CPAP claims and noted the SEC concluded its inquiry in November 2024. After period end, Quipt acquired Mediserve for approximately $2.6 million. The Company performed an interim goodwill impairment test following market declines and identified no impairment.