[10-Q] Quipt Home Medical Corp. Quarterly Earnings Report

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Table of Contents

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-40413

Quipt Home Medical Corp.

(Exact name of registrant as specified in its charter)

​	​
British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

​

​

1019 Town Drive

Wilder, KY 41076

(Address of principal executive offices, including zip code)

(859) 878-2220

(Registrant’s telephone number, including area code)

​

Securities registered pursuant to Section 12(b) of the Act:

​	​	​
Title of Each Class	Trading symbol	Name of Exchange on which registered
Common Shares, no par value	QIPT	The Nasdaq Capital Market Toronto Stock Exchange ​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​	​	​	​
Large accelerated filer	☐	Accelerated filer	☒	​	​
​	​	​	​	​	​
Non-accelerated filer	☐	Smaller reporting company	☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

As of February 6, 2026, there were 44,464,972 of the registrant’s common shares outstanding.

​

​

Table of Contents

TABLE OF CONTENTS

​ ​ ​
​	​ ​ ​	​	​ ​ ​	Page
​	​	​	​	​
Part I	​	Financial Information	​	2
​	​	​	​	​
Item 1.	​	Financial Statements	​	2
​	​	​	​	​
​	​	Condensed Consolidated Interim Statements of Financial Position as of December 31, 2025 and September 30, 2025 (Unaudited)	​	2
​	​	​	​	​
​	​	Condensed Consolidated Interim Statements of Income (Loss) for the three months ended December 31, 2025 and 2024 (Unaudited)	​	3
​	​	​	​	​
​	​	Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the three months ended December 31, 2025 and 2024 (Unaudited)	​	4
​	​	​	​	​
​	​	Condensed Consolidated Interim Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (Unaudited)	​	5
​	​	​	​	​
​	​	Notes to Condensed Consolidated Interim Financial Statements (Unaudited)	​	6
​	​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	17
​	​	​	​	​
Item 3.	​	Quantitative and Qualitative Disclosures about Market Risk	​	24
​	​	​	​	​
Item 4.	​	Controls and Procedures	​	25
​	​	​	​	​
Part II	​	Other Information	​	26
​	​	​	​	​
Item 1.	​	Legal Proceedings	​	26
​	​	​	​	​
Item 1A.	​	Risk Factors	​	26
​	​	​	​	​
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	27
​	​	​	​	​
Item 3.	​	Defaults Upon Senior Securities	​	27
​	​	​	​	​
Item 4.	​	Mine Safety Disclosures	​	28
​	​	​	​	​
Item 5.	​	Other Information	​	28
​	​	​	​	​
Item 6.	​	Exhibits	​	28
​	​	​	​	​
Exhibit Index	​	​	​	​
​	​	​	​	​
Signatures	​	​	​	​

​

​

​

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in Part I, Item 2, contains certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking ‎statements” within the meaning of applicable US securities regulations, including the US Private Securities ‎Litigation Reform Act of 1995 (collectively, “forward-looking statements”)‎. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are ‎based upon the current beliefs, expectations, and assumptions regarding the future of the business, ‎ plans and strategies, and other future conditions of the Company. Forward-looking ‎statements can be identified by words ‎such as “expect”, “likely”, “may”, “will”, “would”, “could”, “should”, “continue”, “contemplate”, “intend”, or ‎‎”anticipate”, “believe”, “envision”, “estimate”, “expect”, “plan”, “predict”, “project”, “target”, “potential”, ‎‎”proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or ‎statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking ‎statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other ‎statements that are not statements of fact. Such forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q.‎

Forward-looking statements include, but are not limited to, statements with respect to: whether the consummation of the transactions contemplated under the Arrangement Agreement (as defined below) are completed on the expected timeline or ever;‎ operating results; ‎profitability; financial condition and resources;‎ anticipated needs for working capital; liquidity; ‎capital resources; ‎capital expenditures;‎ milestones; ‎licensing milestones; ‎potential acquisitions; information with respect to future growth and growth strategies; ‎ anticipated trends in the industry in which the Company operates; ‎the Company’s future financing plans; ‎timelines; ‎ currency fluctuations; ‎government regulation; unanticipated expenses; ‎commercial disputes or claims; ‎limitations on insurance coverage; availability and expectations regarding cash flow to fund capital requirements;‎ the product offerings of the Company;‎ the competitive conditions of the industry;‎ the competitive and business strategies of the Company;‎ applicable laws, regulations, and any amendments thereof;‎ statements relating to the business and future activities of, and developments related to, the Company, ‎including such things as future business strategy, competitive strengths, goals, expansion and growth ‎of the Company’s business, operations and plans; and ‎other events or conditions that may occur in the future.‎

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of the ‎Company’s management made in light of its experience and its perception of trends, current conditions and ‎expected developments, as well as other factors that management believes to be relevant and reasonable in the ‎circumstances at the date that such statements are made, but which may prove to be incorrect. The Company ‎believes that the assumptions and expectations reflected in such forward-looking statements are reasonable.

Forward-looking statements speak only as at the date they are made and are based on information currently ‎available and on the then current expectations. A number of factors could cause actual events, performance, or results to differ materially from what is projected in the forward-looking statements. Readers are cautioned that forward-‎looking statements are not based on historical facts but instead are based on ‎reasonable assumptions and estimates ‎of management of the Company at the time they were provided ‎or made and involve known and unknown risks, ‎uncertainties and other factors which may cause the ‎actual results, performance or achievements of the Company, ‎as applicable, to be materially different ‎from any future results, performance or achievements expressed or implied ‎by such forward-looking ‎statements, including, but not limited to, known and unknown risks, uncertainties, ‎assumptions and other factors, including those listed under Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q and under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, and as described from time to time in documents filed by ‎the Company with US and Canadian securities regulatory authorities. The Company provides no assurance that forward-looking statements will prove to be ‎accurate, as actual results and future events could differ materially from those anticipated in such statements.‎

A number of factors could ‎cause actual events, performance or results to differ materially from what is projected in forward-looking ‎statements. The purpose of forward-looking statements is to provide the reader with a description of management’s ‎expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not ‎place undue reliance on forward-looking statements. Although the Company believes that the expectations ‎reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will ‎prove to have been correct. Forward-looking statements are provided and made as of the date hereof, and the Company does not

​

Page   1

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Table of Contents

undertake any obligation to revise or update any forward-looking ‎statements, except as required by applicable law. ‎The forward-looking statements are expressly qualified in their entirety by this cautionary statement.

​

​

​

​

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

​

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(Amounts in thousands of US Dollars)

​

​	​	​	​	​	​	​
​	​	As of		​	As of
​	​	December 31,		​	September 30,
​	​ ​ ​	2025		​ ​ ​	2025
ASSETS		​	​		​	​
Current assets		​	​		​	​
Cash	​	$	10,543	​	$	12,916
Accounts receivable, net			34,920	​		34,697
Inventory			26,922	​		25,640
Prepaid and other current assets	​		5,722	​		5,096
Total current assets	​		78,107	​		78,349
Long-term assets			​	​		​
Property and equipment, net			45,874	​	​	46,056
Right-of-use assets, net	​	​	17,896	​	​	18,393
Goodwill			61,560	​	​	61,560
Intangible assets, net			75,889	​	​	77,560
Equity method investment	​	​	940	​	​	987
Other assets			391	​	​	384
Total long-term assets	​		202,550	​		204,940
TOTAL ASSETS	​	$	280,657	​	$	283,289
​	​	​	​	​	​	​
LIABILITIES	​		​	​		​
Current liabilities			​	​		​
Accounts payable and accrued liabilities	​	$	47,165	​	$	46,698
Current portion of equipment loans			12,317	​		12,212
Current portion of lease liabilities			6,895	​		6,898
Current portion of senior credit facility	​		4,277	​		4,155
Deferred revenue	​	​	4,430	​	​	4,593
Purchase price payable			155	​		152
Total current liabilities	​		75,239	​		74,708
Long-term liabilities			​	​		​
Senior credit facility	​		78,891	​	​	82,480
Lease liabilities			12,601	​	​	13,044
Equipment loans			—	​	​	3
Derivative liability - interest rate swaps	​	​	645	​	​	670
Deferred income taxes		​	287	​	​	287
TOTAL LIABILITIES	​		167,663	​		171,192
​	​	​	​	​	​	​
COMMITMENTS AND CONTINGENCIES (Note 7)	​	​	​	​	​	​
​	​	​	​	​	​	​
SHAREHOLDERS' EQUITY			​	​		​
Common shares, no par value, unlimited shares authorized; 44,027,972 and 43,443,972 issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	​	​	—	​	​	—
Preferred Shares, no par value, unlimited shares authorized; none issued and outstanding as of December 31, 2025 and September 30, 2025	​	​	—	​	​	—
Additional paid-in capital			283,278	​	​	281,667
Accumulated deficit	​		(182,325)	​	​	(181,272)
Noncontrolling interest	​		12,041	​	​	11,702
TOTAL SHAREHOLDERS' EQUITY	​		112,994	​		112,097
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	​	$	280,657	​	$	283,289

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

​

Page   2

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Table of Contents

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(Amounts in thousands of US Dollars, except per share amounts)

​

​	​	​	​	​	​	​
​	​ ​ ​	Three Months		​ ​ ​	Three Months
​	​	Ended December 31,		​	Ended December 31,
​	​	2025		​	2024
Revenue	​	​	​	​	​	​
Rentals of medical equipment		$	31,984	​	$	24,321
Sales of medical equipment and supplies			49,012	​		37,060
Total revenue			80,996	​		61,381
Cost of inventory sold			22,775	​	​	17,767
Operating expenses			41,571	​	​	30,398
Depreciation			10,882	​	​	9,473
Amortization of intangible assets			1,671	​	​	1,521
Right-of-use operating lease amortization and interest	​	​	1,869	​	​	1,536
Stock-based compensation			982	​	​	207
Acquisition-related costs			292	​	​	47
Gain on disposals of property and equipment			(70)	​	​	(16)
Operating income			1,024	​		448
​			​	​		​
Interest expense			1,825	​	​	1,764
Interest income	​	​	(61)	​	​	(154)
Change in fair value of derivative liability - interest rate swaps	​	​	(24)	​	​	(1,038)
Loss (gain) on foreign currency transactions			(73)	​	​	853
Share of loss in equity method investment			46	​	​	77
Loss before income taxes			(689)	​		(1,054)
Provision for income taxes			25	​	​	30
Net loss before noncontrolling interest	​	$	(714)	​	$	(1,084)
Net income attributable to noncontrolling interest	​	​	339	​	​	—
Net loss	​	$	(1,053)	​	$	(1,084)
​	​	​	​	​	​	​
Net loss per share			​	​		​
Basic loss per share		$	(0.02)	​	$	(0.03)
Diluted loss per share		$	(0.02)	​	$	(0.03)
Weighted average number of common shares outstanding:			​	​		​
Basic			43,609	​	​	43,091
Diluted			43,609	​	​	43,091

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

​

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Table of Contents

Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (UNAUDITED)

(Amounts in thousands of US Dollars)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

Number of

​ ​ ​

​

​

​ ​ ​

​

​

​ ​ ​

​

​

​ ​ ​

Total

​

​

Shares

​

Additional Paid

​

Accumulated

​

Noncontrolling

​

shareholders'

​

​

(000’s)

​

In Capital

​

Deficit

​

Interest

​

equity

Balance September 30, 2024

43,091

​

$

277,762

​

$

(170,571)

​

$

—

​

$

107,191

Net loss

—

​

​

—

​

​

(1,084)

​

​

—

​

(1,084)

Stock-based compensation

—

​

​

207

​

​

—

​

​

—

​

207

Balance December 31, 2024

43,091

​

$

277,969

​

$

(171,655)

​

$

—

​

$

106,314

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance September 30, 2025

43,444

​

$

281,667

​

$

(181,272)

​

$

11,702

​

$

112,097

Net income (loss)

—

​

​

—

​

​

(1,053)

​

​

339

​

(714)

Exercise of options

​

584

​

​

629

​

​

—

​

​

—

​

​

629

Stock-based compensation

—

​

​

982

​

​

—

​

​

—

​

982

Balance December 31, 2025

​

44,028

​

$

283,278

​

$

(182,325)

​

$

12,041

​

$

112,994

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

​

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Table of Contents

Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands of US Dollars)

​

​	​	​	​	​	​	​
​	​ ​ ​	Three months		​ ​ ​	Three months
​	​	ended December 31,		​	ended December 31,
​	​	2025		​	2024
Operating activities	​	​	​	​	​	​
Net loss	​	$	(1,053)	​	​	(1,084)
Adjustments to reconcile net loss to net cash provided by operating activities:	​		​	​		​
Net income attributable to noncontrolling interest	​	​	339	​	​	—
Depreciation and amortization			12,553	​		10,994
Right-of-use operating lease amortization and interest	​	​	1,869	​	​	1,536
Payments of operating leases, including interest	​	​	(1,823)	​	​	(1,462)
Stock-based compensation			982	​		207
Gain on disposals of property and equipment	​		(70)	​		(16)
Amortization of financing costs and accretion of purchase price payable			123	​		153
Change in fair value of derivative liability - interest rate swaps	​	​	(24)	​	​	(1,038)
Loss (gain) on foreign currency transactions	​		(73)	​		853
Share of loss in equity method investment	​	​	46	​		77
Deferred income taxes	​	​	—	​	​	2
Change in working capital:	​		​	​		​
Net decrease (increase) in accounts receivable	​		(223)	​	​	1,477
Net decrease (increase) in inventory	​		(1,282)	​	​	786
Net decrease (increase) in prepaid and other current assets	​		(633)	​	​	397
Net decrease in deferred revenue	​		(162)	​	​	(37)
Net decrease in accounts payables and accrued liabilities	​		(1,628)	​	​	(3,545)
Net cash flow provided by operating activities	​		8,941	​		9,300
Investing activities			​	​		​
Purchases of property and equipment			(2,074)	​	​	(3,681)
Cash proceeds from sale of property and equipment	​		126	​	​	33
Net cash flow used in investing activities	​		(1,948)	​		(3,648)
Financing activities			​	​		​
Repayments of equipment loans			(6,159)	​		(6,483)
Repayments of finance leases	​	​	(322)	​	​	(428)
Repayments of senior credit facility	​	​	(1,080)	​	​	(863)
Gross borrowings on the revolving credit facility	​	​	—	​	​	8,577
Gross repayments on the revolving credit facility	​	​	(2,507)	​	​	(6,300)
Exercise of stock options	​	​	629	​	​	—
Other, net	​	​	—	​	​	(25)
Net cash flow used in financing activities	​		(9,439)	​		(5,522)
Effect of exchange rate changes on cash held in foreign currencies	​		73	​		(853)
Net decrease in cash	​		(2,373)	​		(723)
Cash, beginning of period	​		12,916	​		16,174
Cash, end of period	​	$	10,543	​	$	15,451
​	​	​	​	​	​	​
Supplemental cash flow information	​	​	​	​	​	​
Cash paid for interest	​	$	(1,734)	​	$	(1,632)
Cash refunded for income taxes	​	​	252	​	​	5
Operating lease additions	​	​	1,305	​	​	1,160
Equipment loan additions	​	​	6,261	​	​	6,010
Finance lease additions	​	​	93	​	​	370
Purchases of property and equipment in ending accounts payable	​	​	2,094	​	​	141

​

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

1. Nature of operations

​

Reporting entity

​

Quipt Home Medical Corp. (the “Company” or “Quipt”) was incorporated under the Business Corporations Act (Alberta) on March 5, 1997. On December 30, 2013, pursuant to a Certificate of Continuance, the Company changed its jurisdiction of governance by continuing from Alberta into British Columbia. The Company’s head office is located at 1019 Town Drive, Wilder, Kentucky 41076, and its registered office is located at Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5. The Company’s common shares are traded on the Nasdaq Capital Market and the Toronto Stock Exchange, both under the symbol “QIPT”.

​

Arrangement agreement

​

On December 14, 2025, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with 1567208 B.C. Ltd. (the “Purchaser”) and REM Aggregator, LLC (“Parent”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Shares”) pursuant to a Plan of Arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”) for US$3.65 per Share.

At the effective time of the Arrangement (the “Effective Time”), each Share, other than any Shares exchanged by shareholders who may properly exercise dissent rights under the BCBCA, will be deemed to be transferred to Purchaser in consideration for the right to receive a cash payment from the Purchaser in the amount equal to US$3.65, without interest.

The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of shareholder, regulatory, and court approvals. Upon completion of the transaction, the Company will become a privately-held company.

If the Arrangement is consummated, the Shares will be de-listed from the Nasdaq Capital Market and the Toronto Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended, and the Company will cease to be a Canadian “reporting issuer”, as soon as practicable following the Effective Time.

Pursuant to the terms of an equity commitment letter entered into by and between Purchaser and Kingswood and delivered to the Company at the signing of the Arrangement Agreement (the “ECL”), Purchaser has obtained equity commitments from Kingswood for the transactions contemplated by the Arrangement Agreement, the aggregate proceeds of which Purchaser will use to fund the consideration payable at closing and thereafter, all fees, costs, expenses and other amounts payable by Purchaser in connection with the transactions contemplated by the transactions contemplated by the Arrangement Agreement (the Commitment). The ECL includes a guarantee from Kingswood to the Company, on the terms and conditions set forth in the ECL.

Each option exercisable to acquire one or more Shares from the Company (a “Company Option”), outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be unconditionally vested and exercisable and will, without any further action by or on behalf of a holder of the Company Option, be deemed to be surrendered and transferred by such holder to the Company in consideration for the right to receive a cash payment from the Company in an amount equal to the excess, if any, of US$3.65 over the exercise price of such option, less any amounts the Company is required to withhold for taxes, without interest. Any option for which the exercise price is equal to or greater than US$3.65 will be cancelled for no consideration.

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

Each of the Company’s restricted share units (“RSU”) outstanding immediately prior to the Effective Time (whether vested or unvested) will, without any further action by or on behalf of the holder of any such RSU, be deemed to be transferred by such holder to the Company in consideration for the right to receive a cash payment from the Company in the amount equal to US$3.65, less any amounts the Company is required to withhold for taxes, without interest.

The Arrangement Agreement also provides customary restrictions on the Company’s ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding such proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to an unsolicited acquisition proposal that constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (as defined in the Arrangement Agreement).

​

Basis of presentation

​

The condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP") applied on a consistent basis with those of the annual audited consolidated financial statements and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the condensed consolidated interim financial statements include all necessary adjustments for a fair statement of the financial position and results of operations for the periods presented.

​

The condensed consolidated interim financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on December 15, 2025. Interim results are not necessarily indicative of the results for a full year.

​

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.

​

Recently adopted accounting pronouncements

​

Effective October 1, 2025, the Company adopted Accounting Standards Update (“ASU”) No. 2024-01, Compensation-Stock Compensation (Topic 718) (“ASU 2024-1”), which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC 718. The adoption of ASU 2024-1 did not have any impact on the Company’s consolidated financial statements and related disclosures.

​

Recently issued accounting pronouncements

​

The Company is an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can selectively delay the adoption of all accounting standards until those standards would otherwise apply to private companies. The Company has elected to utilize this exemption and, as a result, the consolidated financial statements may not be comparable to the financial statements of issuers that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. To date, however, the Company has not delayed the adoption of any accounting standards except as noted below. Section

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

107 of the JOBS Act provides that the Company can elect to opt out of the extended transition period at any time, which election is irrevocable.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU  No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid by jurisdiction. This ASU is effective for public business entities' annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.  

​

In July 2025, the FASB amended the guidance for ASC 326, Financial Instruments – Credit Loss (“ASC 326”), which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions for under ASC 606, Revenue from Contracts with  Customers. The guidance is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

​

​

​

​

2. Property and equipment and right-of-use assets

​

The property and equipment and right-of-use assets was comprised of the following:

​

​	​	​	​	​	​	​
​	​ ​ ​	​	​	​ ​ ​	​ ​ ​	​
​	​	As of		​	As of
Cost	​	December 31, 2025		​	September 30, 2025
Rental equipment	​	$	79,708	​	$	77,843
Vehicles	​	​	3,905	​	​	3,785
Leasehold improvements	​		2,391	​		2,381
Office and technology equipment	​		1,834	​		1,736
Land	​		140	​		790
Buildings	​	​	790	​	​	140
Projects in process	​	​	146	​	​	141
Property and equipment, gross	​	​	88,914	​	​	86,816
Less: accumulated depreciation	​	​	(43,040)	​	​	(40,760)
Property and equipment, net	​	$	45,874	​	$	46,056
Right-of-use assets, real estate	​	​	28,533	​	​	27,689
Right-of-use assets, vehicles	​	​	5,157	​	​	5,279
Right-of-use assets, gross	​	​	33,690	​	​	32,968
Less: accumulated amortization	​		(15,794)	​		(14,575)
Right-of-use assets, net	​	$	17,896	​	$	18,393

​

Rental equipment transferred from inventory during the three months ended December 31, 2025 and 2024 was $10,039,000 and $9,438,000, respectively. For the three months ended December 31, 2025 and 2024, the Company obtained equipment loans (as described in Note 5) of $6,261,000 and $6,010,000, respectively. As of December 31, 2025 and 2024, amounts in ending accounts payable were $2,030,000 and $0, respectively. Remaining rental equipment transferred from inventory of $1,748,000 and $3,428,000 for the three months ended December 31, 2025 and 2024, respectively, was paid in cash.

​

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

3. Goodwill and intangible assets

​

There was no activity in goodwill for the three months ended December 31, 2025.

​

The following is a summary of intangible assets as of December 31, 2025 and September 30, 2025:

​

​	​	​	​	​	​	​	​
​	​	As of		​	As of		​
​	​	December 31, 2025		​	September 30, 2025
Customer relationships	​	$	91,048	​	$	91,048	​
Trade names	​	​	15,081	​	​	15,081	​
Customer contracts	​	​	3,851	​	​	3,851	​
Non-compete agreements	​	​	910	​	​	910	​
Intangible assets, gross	​	​	110,890	​	​	110,890	​
Less: accumulated amortization	​	​	(35,001)	​	​	(33,330)	​
Intangible assets, net	​	$	75,889	​	$	77,560	​

​

As of December 31, 2025, estimated amortization of intangible assets for the periods indicated is approximately:

​

​	​	​	​
​	​	Estimated
Period	​ ​ ​	Amortization
Nine months ending September 30, 2026	​	$	5,073
Year ending September 30, 2027	​	​	6,711
Year ending September 30, 2028	​	​	6,582
Year ending September 30, 2029	​	​	6,575
Year ending September 30, 2030	​	​	6,514
Thereafter	​	​	44,434
Intangible assets, net	​	$	75,889

​

​

​

​

​

​

4. Accounts payable and accrued liabilities

​

Following is a summary of accounts payable and accrued liabilities as of December 31, 2025 and September 30, 2025:

​

​	​	​	​	​	​	​	​
​	​ ​ ​	As of		​	As of		​
​	​	December 31, 2025		​	September 30, 2025
Accounts payable	​	$	38,551	​	$	38,431	​
Accrued compensation	​	​	6,297	​	​	5,724	​
Other	​		2,317	​		2,543	​
Total	​	$	47,165	​	$	46,698	​

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​

​

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5. Long-term debt

​

Senior credit facility

​

In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (the “Facility”) with a group of US banks. The Facility consists of (i) a delayed-draw term loan facility of $85,000,000, of which $83,600,000 has been drawn as of December 31, 2025, (ii) a term loan of $5,000,000 that was drawn at closing, and (iii) a $20,000,000 revolving credit facility. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants, with which the Company was in compliance as of December 31, 2025.

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

A summary of the balances on the Facility as of December 31, 2025 and September 30, 2025 is as follows:

​

​	​	​	​	​	​	​	​
​	​ ​ ​	As of			As of
​	​	December 31, 2025			September 30, 2025
Delayed-draw term loan	​	$	71,365	​	$	72,383	​
Term loan	​	​	4,187	​	​	4,250	​
Revolving credit facility	​		8,443	​		10,950	​
Total principal	​	​	83,995	​	​	87,583	​
Deferred financing costs	​	​	(827)	​	​	(948)	​
Net carrying value	​	$	83,168	​	$	86,635	​
​	​	​	​	​	​	​	​
Current portion	​		4,277	​	​	4,155	​
Long-term portion	​		78,891	​	​	82,480	​
Net carrying value	​	$	83,168	​	$	86,635	​

​

As of December 31, 2025, scheduled repayments of the Facility are as follows:

​

​	​	​	​	​
Twelve months ended December 31,	​	Amount
2026	​	$	4,320	​
2027	​		79,675	​
Total	​	$	83,995	​

​

The delayed-draw term loan and the term loan bear interest at a weighted average of 6.4% as of December 31, 2025, and will reprice within three months. The rate is based on a secured overnight financing rate (“SOFR”), with a floor of 0.5%, plus a spread of 2.1% to 2.85% (2.65% as of December 31, 2025) based on the Company’s leverage ratio. The revolving credit facility is bearing interest at 6.5% as of December 31, 2025 and will reprice within three months. The Facility also has fees for unused availability. The fair value of the Facility was determined considering market conditions, credit worthiness and the current terms of debt, which is considered Level 2 on the fair value hierarchy. Due to the near-term repricing of the interest rates, the fair value of the Facility approximates the principal value as of December 31, 2025 and September 30, 2025.

To manage the risks of the cash flows related to interest expense, the Company has entered into interest rate swaps on $54,000,000 of the principal amount of the Facility. As of December 31, 2025, the swaps carry a fixed SOFR of 3.4% to 4.4%, resulting in a weighted average combined rate of 6.5%. The swaps are settled quarterly and mature on September 30, 2026, and at the Facility’s maturity. Any difference between the Facility’s SOFR rate and the swaps’ rates is recorded as interest expense. For the three months ended December 31, 2025, the impact of the swaps was to increase interest expense by $2,000. For the three months ended December 31, 2024, the impact of the swaps was to reduce interest expense by $105,000.

Interest expense on the Facility, including the impact of the interest rate swap agreements, was $1,425,000 and $1,310,000 for the three months ended December 31, 2025 and 2024, respectively.

The Company has incurred financing costs to obtain and maintain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the three months ended December 31, 2025 and 2024, $120,000 and $153,000 of amortization of deferred financing costs was recorded, respectively.

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

​

Equipment loans

The Company is offered financing arrangements from the Company’s suppliers and the supplier’s designated financial institution, in which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In most cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company uses its incremental borrowing rate of 6.2% to 7.0% to impute interest on these arrangements.

​

Following is the activity in equipment loans for the three months ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
​	​ ​ ​	Three months ended		​ ​ ​	Three months ended
​	​	December 31, 2025		​	December 31, 2024
Beginning balance	​	$	12,215	​	$	12,859
Additions	​		6,261	​		6,010
Repayments	​		(6,159)	​		(6,483)
Ending balance	​		12,317	​		12,386
Current portion	​		12,317	​		12,351
Long-term portion	​	$	—	​	$	35

​

Leases liabilities

The Company enters into leases for real estate and vehicles. Real estate leases are operating leases and are valued at the net present value of the future lease payments at the Company’s incremental borrowing rate. Vehicle leases are finance leases and recorded at the rate implicit in the lease based on the current value and the estimated residual value of the vehicle, if any.

​

Following is the activity in lease liabilities for the three months ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​		​ ​ ​	​	​	​ ​ ​	​	​
​	​	Operating		​	Finance		​	Total
Balance September 30, 2024	​	$	15,840	​	$	3,310	​	$	19,150
Additions	​	​	1,160	​	​	370	​		1,530
Non-cash adjustments	​	​	(79)	​	​	—	​		(79)
Repayments	​		(1,170)	​	​	(428)	​		(1,598)
Balance December 31, 2024	​	$	15,751	​	$	3,252	​	$	19,003
​	​	​	​	​	​	​	​	​	​
Balance September 30, 2025	​	$	16,770	​	$	3,172	​	$	19,942
Additions	​	​	1,305	​	​	93	​		1,398
Repayments	​	​	(1,522)	​	​	(322)	​		(1,844)
Balance December 31, 2025	​	$	16,553	​	$	2,943	​	$	19,496

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

Future payments pursuant to lease liabilities are as follows:

​

​	​	​	​	​	​	​	​	​	​
Twelve Months Ending December 31,	​	Operating		​	Finance		​	Total
2026	​	$	6,622	​	$	1,406	​	$	8,028
2027	​		4,976	​		1,036	​		6,012
2028	​	​	3,501	​	​	627	​	​	4,128
2029	​	​	2,107	​	​	159	​	​	2,266
2030	​	​	880	​	​	59	​	​	939
Thereafter	​	​	634	​	​	—	​	​	634
Gross lease payments	​		18,720	​		3,287	​		22,007
Less amounts relating to interest	​		(2,167)	​	​	(344)	​		(2,511)
Lease liabilities	​	$	16,553	​	$	2,943	​	$	19,496

​

​

​

The components of finance lease expense are as follows:

​

​	​	​	​	​	​	​	​
​	​	Three months ended December, 31
​	Classification	​	2025	​	​	2024	​
Finance lease cost:	​		​	​		​	​
Amortization of lease assets	Depreciation	$	265	​	$	307	​
Interest on lease liabilities	Interest expense	​	61	​		69	​
Total finance lease cost	​	$	326	​	$	376	​

​

Other information relating to leases is as follows:

​

​	​	​	​	​	​	​	​
​	​ ​ ​	As of		​ ​ ​	As of
​	​	December 31, 2025		​	September 30, 2025
Weighted average remaining lease term (years)	​	​	​	​	​	​	​
Operating leases	​		3.5	​		3.8	​
Finance leases	​		2.7	​		2.7	​
​	​	​	​	​	​	​	​
Weighted average discount rate	​	​	​	​	​	​	​
Operating leases	​	​	7.1	%	​	7.2	%
Finance leases	​	​	8.4	%	​	8.7	%

​

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6. Share capital

​

Authorized share capital

The Company is authorized to issue an unlimited number of common shares, an unlimited number of first preferred shares without par value, and an unlimited number of second preferred shares without par value.

Issued share capital

As of the date hereof, the only class of shares outstanding are common shares. Common shares are classified as equity, and costs related to the issuance of shares are recognized as a reduction of equity.

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Table of Contents

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

2024 Equity incentive plan

In February 2024, the board of directors of the Company (the “Board”) approved the 2024 Equity Incentive Plan (the “2024 EIP”) which became effective on March 27, 2024 upon shareholder approval, pursuant to which the Company is able to issue share-based long-term incentives. Awards include common share purchase options, stock appreciation rights, restricted share awards, restricted share bonuses, restricted share units, performance shares, performance units, cash-based awards and other share-based awards, under the 2024 EIP. All directors, officers, employees and service providers of the Company and/or its affiliates are eligible to receive awards under the 2024 EIP, subject to the terms of the 2024 EIP.

Options

​

The Company grants stock options to directors, officers, employees, and consultants under the 2024 EIP. Options granted under the plan are non-assignable and may be granted for a term not exceeding ten years. Stock options have varying vesting periods, and the options granted during the year ended September 30, 2025 vest quarterly over twelve quarters.

​

A summary of stock option activity for the three months ended December 31, 2025 and 2024 is provided below:

​

​	​	​	​	​	​
​	​	​	​	Weighted average
​	​ ​ ​	​	​ ​ ​	exercise price per share
​	​	Number of options	​	in Canadian dollars (C$)
Balance September 30, 2024		3,402	​	C$	4.91
Expired		(12)	​		6.96
Balance December 31, 2024		3,390	​	C$	4.90
​	​	​	​	​	​
Balance September 30, 2025		3,778	​	C$	4.70
Exercised	​	(584)	​	​	1.50
Expired	​	(114)	​	​	7.00
Forfeited		(48)	​		4.41
Balance December 31, 2025		3,032	​	C$	5.24

​

As of December 31, 2025, the Company had approximately 2,353,000 vested stock options with a weighted average exercise price of C$5.14.

​

Restricted share units

​

The Company also grants RSUs to directors, officers, employees, and consultants under the 2024 EIP. Each unit represents the right to receive one common share. RSUs have varying vesting periods, and the RSUs granted during the year ended September 30, 2025 vest quarterly over eight quarters, and are settled in the calendar year after vesting. The fair values of the RSUs on the date of grant are discounted to reflect the difference between the vesting dates and the expected issuance dates, to be expensed over the respective vesting periods with an increase to contributed surplus.

​

​

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Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

There was no activity in RSUs for the three months ended December 31, 2025 and 2024. Outstanding balances of RSUs are provided below:

​

​	​	​	​	​	​	​
​	​	​	​	Weighted average		​
​	​	​	​	grant-date price		​
​	​ ​ ​	Number	​ ​ ​	per share in
​	​	of units	​	Canadian dollars (C$)
Balance, September 30, 2024 and December 31, 2024		519	​	C$	8.30	​
​	​	​	​	​	​	​
Balance, September 30, 2025 and December 31, 2025		2,583	​	C$	3.60	​

​

Stock-based compensation

For the three months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense as follows:

​

​	​	​	​	​	​	​
​	​ ​ ​	Three Months		​ ​ ​	Three Months
​	​	Ended December 31,		​	Ended December 31,
​	​	2025		​	2024
Restricted share units	​	$	837	​	$	119
Stock options	​	​	145	​	​	88
Stock-based compensation expense	​	$	982	​	$	207

​

Unrecognized compensation expense related to nonvested shares of stock options and RSUs was $1,975,000 as of December 31, 2025 and will be recognized over a weighted average vesting period of 0.5 years.

​

​

7. Commitments and contingencies

​

From time to time, the Company is involved in various legal proceedings and investigations arising in the ordinary course of business, including those relating to proxy contests and other actions of activist shareholders, employment matters, relationships with clients and contractors, intellectual property disputes and other business matters. The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and if one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that period could be materially adversely affected.

​

The Company has received a civil investigative demand (“CID”) from the Department of Justice (“DOJ”) through the US Attorney’s Office for the Northern District of Georgia pursuant to the False Claims Act regarding an investigation concerning whether the Company may have caused the submission of false claims to government healthcare programs for CPAP equipment. The Company is cooperating with the investigation and continues to be in discussions with the DOJ regarding the investigation. No assurance can be given as to the timing or outcome of the DOJ’s investigation.

​

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Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

8. Operating expenses

​

​	​	​	​	​	​	​
​	​ ​ ​	Three months		​ ​ ​	Three months
​	​	ended December 31,		​	ended December 31,
​	​	2025		​	2024
Payroll and employee benefits	​	$	27,256	​	$	19,782
Facilities	​		1,980	​		1,375
Billing	​		4,062	​		2,942
Professional fees	​		2,132	​		1,433
Outbound freight	​		1,782	​		1,385
Vehicle fuel and maintenance	​	​	1,408	​	​	1,057
Bank and credit card fees	​	​	567	​	​	529
Technology	​	​	682	​	​	411
Insurance	​	​	399	​	​	387
All other	​		1,303	​		1,097
Total operating expenses	​	$	41,571	​	$	30,398

​

​

f

​

9. Income taxes

​

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years and are measured using the current enacted tax rates expected to apply when the differences reverse. The Company considers all positive and negative evidence available to determine whether it is more likely than not that the tax benefit from utilization of the deferred tax assets will ultimately be realized. Based upon that evidence, the Company determined that only a portion of its deferred tax assets will be utilized in the future to offset taxable income generated by the reversal of its deferred tax liabilities, and a valuation allowance has been provided for the remaining deferred tax assets. The provision for income taxes was $25,000 and $30,000 for the three months ended December 31, 2025 and 2024, respectively, and relates primarily to current state income taxes payable.

​

​

​

10. Segment reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. We have determined our CODM is our Chief Executive Officer.

We have one operating segment and one reportable segment, representing our consolidated business that helps organizations design, automate, and optimize important business processes from start to finish. We generate revenue from customers primarily through the sale and rental of equipment. Our reportable segment determination is based on our management and internal reporting structure, the nature of the product and services we offer, and the financial information evaluated regularly by our CODM.

The CODM uses operating income (loss) and net loss reported on the consolidated statements of income (loss) to assess performance for the segment and decide how to allocate resources. In addition, the CODM reviews the expense categories presented on the consolidated statements of income (loss) to manage the Company’s operations. Operating income (loss) and net loss are used to evaluate profitability trends in the business, and the CODM considers budget-to-actual variances for both profit measures when making decisions about allocating capital and resources. Further, the measure of segment assets is total assets as reported on the consolidated statements of financial position.

​

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Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS (UNAUDITED) December 31, 2025 and 2024

(Amounts in tables in thousands, except per share amounts)

​

​

11. Related party transactions

The Company (through indirect wholly owned subsidiaries) has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015, prior to such subsidiaries being acquired by the Company and prior to the Chief Executive Officer joining the Company, five of which were renewed effective October 1, 2022. The leases have a combined area of 74,520 square feet. Lease payments under these leases were approximately $67,000 and $65,000 per month for the three months ended December 31, 2025 and 2024, respectively, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029.

​

​

​

​

​

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated interim financial statements and the accompanying notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A. "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2025.

The condensed consolidated financial statements as of and for the three months ended December 31, 2025 and 2024 (the “consolidated financial statements”) of the Company were prepared in accordance with GAAP. The consolidated financial statements, which are presented in US dollars, have been prepared under the historical cost convention, as modified by the measurement at fair values of certain financial assets and financial liabilities.

Overview

Business objective

The growth in the number of elderly patients in the United States (US) healthcare market is creating pressure to provide more efficient delivery systems for products and services. Healthcare providers, such as hospitals, physicians, and pharmacies, are seeking partners that can offer a range of products and services that improve outcomes, reduce hospital readmissions, and help control costs. The Company seeks to fill this need by delivering a growing number of specialized products and services to achieve these goals. The Company seeks to provide an ever-expanding line of products and services over larger geographic regions within the US using several growth strategies. With over 175 offices, the Company employs more than 1,500 personnel in the US.

Recent transactions

​

The arrangement agreement

​

On December 14, 2025, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with 1567208 B.C. Ltd. (the “Purchaser”) and REM Aggregator, LLC (“Parent”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Shares”) pursuant to a Plan of Arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”) for US$3.65 per Share.

At the effective time of the Arrangement (the “Effective Time”), each Share, other than any Shares exchanged by shareholders who may properly exercise dissent rights under the BCBCA, will be deemed to be transferred to Purchaser in consideration for the right to receive a cash payment from the Purchaser in the amount equal to US$3.65, without interest.

The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of shareholder, regulatory, and court approvals. At 11:59 p.m. on January 22, 2026, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired with respect to the transactions contemplated by the Arrangement Agreement. On January 23, 2026, the Supreme Court of British Columbia (the “Court”) issued an interim order dated January 23, 2026 in connection with the Arrangement, which, among other things, authorizes the calling and holding of the special meeting to consider and vote on the Arrangement, and sets out procedures for the conduct of the special meeting. The expiration of the waiting period under the HSR Act and obtaining the interim order of the Court each satisfies a condition to the closing of the Arrangement Agreement. Consummation of the transactions contemplated by the Arrangement Agreement remains subject to other customary

closing conditions, including receipt of shareholder approval.

​

Upon completion of the transaction, the Company will become a privately-held company. If the Arrangement is consummated, the Shares will be de-listed from the Nasdaq Capital Market and the Toronto Stock Exchange and de-

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registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will cease to be a Canadian “reporting issuer”, as soon as practicable following the Effective Time.

Acquisitions

On July 1, 2025, we completed the acquisition of Mediserve Medical Equipment of Kingsport, Inc. (“Mediserve”)., a Tennessee-based full-service durable medical equipment provider. On September 1, 2025, we completed the acquisition of a 60% membership interest in IRB Medical Equipment, LLC, doing business as Hart Medical Equipment (“Hart”), a Michigan-based provider of durable medical equipment, point-of-service products, and related services.

​

Future outlook

Our priorities for the year fiscal year ending September 30, 2026 and beyond are driving organic revenue growth, achieving operational net profit, generating positive cash flow, and expanding Adjusted EBITDA, a non-GAAP financial measure defined below. We are focused on expanding our presence in both existing and new markets and leveraging our scalable business platform to broaden our product offerings and service reach. To support these objectives, we continue to optimize our organizational structure, enhance operational efficiencies by reducing redundancies, and centralize back-office processes. These measures are streamlining operations, improving scalability, and positioning the business for sustainable long-term growth. Furthermore, we remain committed to exploring and pursuing all avenues to drive shareholder value.

​

​

Selected Quarterly and Interim Information ($ amounts in thousands, except per share amounts)

​	​	​	​	​	​	​	​
​	​ ​ ​	As of or for the		​ ​ ​	As of or for the		​ ​ ​
​	​	three months		​	three months		​
​	​	ended December 31,		​	ended December 31,		​
​	​	2025		​	2024		​
Number of patients serviced		​	210,000	​	​	157,000
Number of equipment set-ups or deliveries		​	290,000	​	​	221,000
Respiratory resupply set-ups or deliveries		​	159,000	​	​	124,000
Adjusted EBITDA		$	17,812	​	$	13,997	​
Net cash flow provided by operating activities	​	$	8,941	​	$	9,300	​
Total revenue	​	$	80,996	​	$	61,381	​
Net loss	​	$	(1,053)	​	$	(1,084)	​
Net loss per share - basic	​	$	(0.02)	​	$	(0.03)	​
Net loss per share - diluted	​	$	(0.02)	​	$	(0.03)	​
Total assets	​	$	280,657	​	$	242,816	​
Total long-term liabilities	​	$	92,424	​	$	79,420	​
Shareholders' equity		$	112,994	​	$	106,314	​

​

​

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Results of operations

Three months ended December 31, 2025 and 2024

The following table summarizes our results of operations for the three months ended December 31, 2025 and 2024 (amounts in thousands, except per share amounts):

​	​	​	​	​	​	​	​
​	​ ​ ​	Three months		​ ​ ​	Three months		​ ​ ​
​	​	ended December 31,		​	ended December 31,		​
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​
Revenue	​	$	80,996	​	$	61,381	​
Cost of inventory sold	​		22,775	​		17,767	​
Operating expenses	​		41,571	​		30,398	​
Depreciation	​		10,882	​		9,473	​
Amortization of intangible assets	​		1,671	​		1,521	​
Right-of-use operating lease amortization and interest	​	​	1,869	​	​	1,536	​
Stock-based compensation	​		982	​		207	​
Acquisition-related costs	​		292	​		47	​
Gain on disposals of property and equipment	​		(70)	​		(16)	​
Interest expense, net	​		1,764	​		1,610	​
Change in fair value of derivative liability - interest rate swaps	​	​	(24)	​	​	(1,038)	​
Loss (gain) on foreign currency transactions	​		(73)	​		853	​
Share of loss in equity method investment	​	​	46	​	​	77	​
Provision for income taxes	​		25	​		30	​
Net income attributable to noncontrolling interest	​	​	339	​	​	—	​
Net loss	​	$	(1,053)	​	$	(1,084)	​
Net loss per share	​		​	​		​	​
Basic loss per share	​	$	(0.02)	​	$	(0.03)	​
Diluted loss per share	​	$	(0.02)	​	$	(0.03)	​

​

Revenue

For the three months ended December 31, 2025, revenue totaled $80,996,000, an increase of $19,615,000, or 32%, from $61,381,000 for the three months ended December 31, 2024. This increase is primarily due to $17,871,000 in revenue from acquisitions in the year ended September 30, 2025, with the remaining $1,744,000 due to organic growth of 3%.

Cost of inventory sold

For the three months ended December 31, 2025, cost of inventory sold totaled $22,775,000, or 28.1% of revenue, and increased from $17,767,000, or 28.9% of revenue, for the three months ended December 31, 2024. This increase is due to the increase in revenue, with the percentage of revenue improving due to higher vendor rebates earned.

Operating expenses

For the three months ended December 31, 2025, operating expenses were $41,571,000, an increase of $11,713,000, or 37%, from $30,398,000 from the three months ended December 31, 2024. This increase is primarily due to $8,603,000 in operating expenses from acquisitions in the year ended September 30, 2025. The remaining increase related to payroll and employee benefits, primarily incentives and employee healthcare benefits, and professional fees related to the Arrangement Agreement.

​

Depreciation expense

Depreciation expense increased 15% to $10,882,000 for the three months ended December 31, 2025 compared to $9,473,000 for the three months ended December 31, 2024, primarily due to the acquisitions in the year ended September 30, 2025.

​

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Right-of-use operating lease amortization and interest

For the three months ended December 31, 2025, right-of-use operating lease amortization and interest expense increased by $333,000 to $1,869,000 as compared to $1,536,000 for the three months ended December 31, 2024, primarily due to the acquisitions in the year ended September 30, 2025.

Stock-based compensation

Stock-based compensation increased to $982,000 for the three months ended December 31, 2025 from $207,000 for the three months ended December 31, 2024, due to the share-based long-term incentives granted in March 2025.

Interest expense, net

Interest expense, net for the three months ended December 31, 2025 increased by $154,000 to $1,764,000 from $1,610,000 for the three months ended December 31, 2024, primarily due to interest incurred on the incremental borrowings on the  Facility, defined in the “Notes to Condensed Consolidated Interim Financial Statements, Note 5, Long-term debt, Senior credit facility,” to fund the acquisition of Hart.

​

Change in fair value of derivative liability – interest rate swaps

​

The change in fair value of derivative liability - interest rate swap for the three months ended December 31, 2025 was a gain of $24,000 as compared to a gain of $1,038,000 for the three months ended December 31, 2024. The fair value of the swap has been volatile due to varying expectations of timing and degree of interest rate changes.

​

Loss (gain) on foreign currency transactions

​

The loss (gain) on foreign currency transactions is primarily related to cash that is translated into US dollars at the foreign currency spot rate as of each reporting date, with changes in the exchange rates recognized in profit or loss. During the three months ended December 31, 2025, the exchange rate for Canadian dollars to US dollars increased from 0.718 to 0.730, resulting in a gain of $73,000. During the three months ended December 31, 2024, the exchange rate for Canadian dollars to US dollars decreased from 0.741 to 0.695, resulting in a loss of $853,000.

​

Net loss

​

Net loss for the three months ended December 31, 2025 decreased slightly to $1,053,000 from $1,084,000 for the three months ended December 31, 2024 for the reasons listed above.

​

Non-GAAP financial measure

​

Adjusted EBITDA

​

Throughout this MD&A, references are made to “Adjusted EBITDA,” which is a non-GAAP financial measure that does not have standardized meaning prescribed by GAAP. We believe this non-GAAP financial measure is meaningful in the assessment of the Company’s performance. This metric is a non-standard measure under GAAP and may not be identical or comparable to similar measures reported or used by other companies. Readers are cautioned that the disclosure of this item is meant to add to, and not replace, the discussion of financial results as determined in accordance with GAAP. The primary purpose of this non-GAAP measure is to provide supplemental information that may prove useful to investors who wish to consider the impact of certain non-cash or unusual items on the Company’s operating performance. Management uses both GAAP and non-GAAP measures when planning, monitoring, and evaluating the Company’s performance.

Adjusted EBITDA is defined as net income (loss), adjusted for net interest expense, depreciation, amortization, right-of-use operating lease amortization and interest, provision for income taxes, certain professional fees, stock-based compensation, acquisition-related costs, change in fair value of derivative liability – interest rate swaps, gain on disposals of property and equipment, loss (gain) on foreign currency transactions, and share of loss in equity method investment.

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Adjusted EBITDA is a non-GAAP measure that the Company uses as an indicator of financial health and excludes ‎several items which may be useful in the consideration of the financial condition of the Company.

Set forth below are descriptions of the material financial items that have been excluded from net income (loss) to calculate Adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure.

● The amount of interest expense we incur or interest income we generate, including right-of-use interest expense, may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of net interest expense to be a representative component of the day-to-day operating performance of our business.

● Depreciation and amortization expense, including right-of-use amortization, may be useful for investors to consider because they generally represent the wear and tear on our property and equipment used in our operations and amortization of intangibles valued in acquisitions. However, we do not believe these charges necessarily reflect the current and ongoing cash charges related to our business.

● Provision for income taxes may be useful for investors to consider because it generally represents the taxes which may be payable for the period and may reduce the amount of funds otherwise available for use. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

● We do not consider certain professional fees, including those related to the Arrangement Agreement, the CID, and the loss of foreign private issuer status to be representative components of the day-to-day operating performance of our business.

● Stock-based compensation expense may be useful for investors to consider because it is a component of compensation received by the Company’s directors, officers, employees, and consultants. However, stock-based compensation is being added back because it is non-cash and because the decisions which gave rise to these expenses were not made to increase revenue in a particular period, but rather were made for the Company’s long-term benefit over multiple periods.

● Acquisition-related costs may be useful for the investors to consider because they are professional fees directly related to pursuing and completing various acquisitions. While the costs are expected to be recurring if the Company continues to make acquisitions, they are generally incurred prior to the inclusion of such acquisitions in the consolidated revenues of the Company.

● The change in fair value of derivative liability – interest rate swaps and the share of loss in equity method investment are added back because they are non-cash in the period of change in the fair value.

● The gain on disposals of property and equipment is excluded because it is a recapture of previously depreciated property and equipment.

● The loss (gain) on foreign currency transactions is excluded because it is not a representative component of our day-to-day operations.

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The following table is a reconciliation of GAAP net loss to Adjusted EBITDA for the indicated periods‎ (amounts in thousands):

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Three		​ ​ ​	Three		​ ​ ​	​ ​ ​
​	​	months		​	months		​	​
​	​	ended December		​	ended December		​	​
​	​	31, 2025		​	31, 2024		​	​
Net loss	​	$	(1,053)	​	$	(1,084)	​	​
Add back:	​		​	​		​	​	​
Depreciation and amortization	​		12,553	​		10,994	​	​
Interest expense, net	​		1,764	​		1,610	​	​
Right-of-use operating lease amortization and interest	​	​	1,869	​	​	1,536	​	​
Provision for income taxes	​		25	​		30	​	​
Professional fees	​	​	1,501	​	​	781	​	​
Stock-based compensation	​		982	​		207	​	​
Acquisition-related costs	​		292	​		47	​	​
Change in fair value of derivative liability - interest rate swaps	​	​	(24)	​	​	(1,038)	​	​
Gain on disposals of property and equipment	​	​	(70)	​	​	(16)	​	​
Loss (gain) on foreign currency transactions	​		(73)	​		853	​	​
Share of loss in equity method investment	​	​	46	​	​	77	​	​
Adjusted EBITDA	​	$	17,812	​	$	13,997	​	​

​

​

Financial Position

The following table summarizes the Company’s financial position as of December 31, 2025 and September 30, 2025 (amounts in thousands):

​	​	​	​	​	​	​
​	​	As of		​	As of
​	​	December 31, 2025		​	September 30, 2025
Cash	​	$	10,543	​	$	12,916
Accounts receivable, inventory, and prepaid and other current assets	​		67,564	​		65,433
Property and equipment, net	​		45,874	​		46,056
Right-of-use assets, net	​	​	17,896	​	​	18,393
Goodwill and intangible assets	​		137,449	​		139,120
Other assets	​	​	1,331	​		1,371
Total assets	​	$	280,657	​	$	283,289
Accounts payable and other current liabilities	​	$	75,239	​	$	74,708
Long-term debt and other long-term liabilities	​		92,424	​		96,484
Total liabilities	​		167,663	​		171,192
Shareholders’ equity	​		112,994	​		112,097
Total liabilities and shareholders’ equity	​	$	280,657	​	$	283,289

​

Liquidity and Capital Resources

The Company’s primary source of liquidity is cash on hand and its line of credit availability. As of December 31, 2025, the Company had cash on hand of $10,543,000 and revolving credit availability under the Facility, of $11,557,000. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have enough liquidity to meet its liabilities when due. The Company will do so by continuously monitoring actual and expected cash flows and monitoring financial market conditions for signs of weakness. The Company faces minimal liquidity risk in its current financial obligations as they become due and payable. We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next twelve months.

Cash Flows

The following is a summary of the Company’s unaudited cash flows for the following periods (in thousands):

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​	​	​	​	​	​
​	Three months		​ ​ ​	Three months
​	ended December 31,		​	ended December 31,
​	2025		​	2024
Net cash flow provided by operating activities	$	8,941	​	$	9,300
Net cash flow used in investing activities		(1,948)	​	​	(3,648)
Net cash flow used in financing activities		(9,439)	​	​	(5,522)
Effect of exchange rate changes on cash held in foreign currencies	​	73	​	​	(853)
Net decrease in cash	$	(2,373)	​	$	(723)

​

Operating Activities

Net cash flow provided by operating activities was $8,941,000 for the three months ended December 31, 2025, remaining relatively flat compared to $9,300,000 for the three months ended December 31, 2024. Higher cash outflows for working capital, which was primarily due to the impacts of the acquisitions, was mostly offset by higher depreciation and amortization.

Investing Activities

Net cash flow used in investing activities was $1,948,000 for the three months ended December 31, 2025, a decrease of $1,700,000 from $3,648,000 for the three months ended December 31, 2024, due primarily to purchases of property and equipment in ending accounts payable of $2,094,000.

Financing Activities

Net cash flow used in financing activities was $9,439,000 for the three months ended December 31, 2025, an increase of $3,917,000 from $5,522,000 for the three months ended December 31, 2024. This was primarily due to payments made on the revolving credit facility of $2,507,000 for the three months ended December 31, 2025 compared to net borrowings of $2,277,000 for the three months ended December 31, 2024. This increase was also partially offset by the cash received upon the exercise of stock options of $629,000 in the three months ended December 31, 2025.

​

Capital management

The Company considers its capital to be shareholders’ equity, which totaled $112,993,000 on December 31, 2025, and the Facility, which totaled a principal amount of $83,995,000 at December 31, 2025. The Company does not have a numeric target for its capital structure. Funds are primarily raised through credit facilities and other long-term debt arrangements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable.

​

The Company had the following equity instruments outstanding at December 31, 2025 and September 30, 2025 (in thousands of shares):

​	​	​	​	​
​	​ ​ ​	As of	​ ​ ​	As of
​	​	December 31, 2025	​	September 30, 2025
Common shares		44,028	​	43,444
Options		3,032	​	3,778
Restricted share units		2,583	​	2,583

​

As of February 6, 2026, there were 44,464,972 of the Company’s common shares issued and outstanding.

​

Contractual Commitments and Obligations

The following table summarizes the Company’s contractual commitments and obligations as of December 31, 2025 (in thousands), which are primarily for debt, vehicle finance leases, real estate operating leases, and accounts payable.

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

​

​ ​ ​

Less than

​ ​ ​

1-3

​ ​ ​

3-5

​ ​ ​

After 5

​ ​ ​

​

​

Total

​

1 year

​

Years

​

Years

​

Years

​

Debt

​

$

96,312

​

$

16,637

​

$

79,675

​

$

—

​

$

—

​

Operating leases

​

​

18,312

​

​

6,622

​

​

8,477

​

​

2,987

​

​

226

​

Finance leases

​

​

3,287

​

​

1,406

​

​

1,663

​

​

218

​

​

—

​

Other obligations

​

​

38,551

​

​

38,551

​

​

—

​

​

—

​

​

—

​

Total contractual obligations

​

$

156,462

​

$

63,216

​

$

89,815

​

$

3,205

​

$

226

​

​

​

​

​

Critical Accounting Principles and Estimates

​

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. Actual results could differ from those estimates.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to financial risks of varying degrees of significance which would affect its ability to achieve its strategic objectives for growth: market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. These risks arise from the normal course of operations and all transactions are undertaken to support the Company’s ability to continue as a going concern. Risk management is carried out by management under policies approved by the Board. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial performance.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk are primarily cash and accounts receivable. Substantially all of the Company’s cash is maintained with three major financial institutions, one of which is the administrative agent for the Company’s Facility. At times, the cash in the financial institutions is in excess of the amount insured by the Federal Deposit Insurance Corporation. Substantially all accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, and directly from patients. Receivables generally are collected within industry norms. The Company continuously monitors collections from its clients and maintains a reserve for expected losses based upon historical experience and any specific payor collection issues that are identified.

As of December 31, 2025, the Company has 17% of its accounts receivable with Medicare. As this is a US government program, we believe there is little credit risk associated with these balances. No other customer represented more than 10% of outstanding accounts receivable.

Currency risk

Currency risk is the risk that the Company will be subject to foreign currency fluctuations in its cash balances denominated in foreign currencies. All of the Company’s sales and inventory sold and almost all of the Company’s operating expenses are in US dollars. Cash is maintained in both US dollars and Canadian dollars. Consequently, the Company is exposed to foreign exchange fluctuations. The Company will continue to maintain cash balances in both US and Canadian dollars, but management anticipates that it will not purchase any securities or financial instruments to speculate on currency fluctuations or engage in any currency hedging programs.

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The Company holds significant cash in Canadian dollars and monitors foreign exchange rates. During the three months ended December 31, 2025, the Company recognized a foreign currency gain of $73,000, due to favorable movements in the exchange rates. The Company has not employed any foreign currency hedging programs, but could, from time to time, authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations. Based on the exposure of Canadian cash at December 31, 2025, depreciation or appreciation of the Canadian dollar against the US dollar could result in a significant effect on net income or loss.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The interest rate on the credit facility has a variable rate that can be fixed for a maximum of six months. As of December 31, 2025, the Company has interest rate swap agreements whereby $54,000,000 of principal will receive a fixed rate. With $83,995,000 of borrowings on this facility at December 31, 2025, $29,995,000 is subject to interest rate risk. Each 1% increase would result in an additional $299,950 of annual interest expense. The interest on the Company’s other debt is either imputed or has a fixed rate and is not subject to cash flow interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) are designed to provide reasonable assurance that (i) information required to be disclosed by the Company in reports that it files or submits to the Canadian securities regulatory authorities or the SEC, as applicable, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in the Company’s reports filed with the Canadian securities regulatory authorities or the SEC, as applicable, is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.

As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the three months ended December 31, 2025, except as described below, there have been no changes in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We completed the acquisitions of Mediserve on July 1, 2025 and Hart effective September 1, 2025. We have integrated Mediserve into our internal controls and are continuing to integrate our internal controls and procedures with Hart. As permitted by the SEC staff guidance for newly acquired businesses, our report on our internal control over financial reporting for the three months ended December 31, 2025 includes a scope exception for the acquired Hart business. Hart accounted for 17% of total assets as of December 31, 2025 and 20% of total revenues for the three months ended December 31, 2025.

​

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding certain legal proceedings is provided in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Interim Financial Statements, Note 7. Commitments and Contingencies.”

Item 1A. Risk Factors

Our business, financial condition, and operating results are affected by a number of factors, whether they are currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 15, 2025. The risks disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows, or results of operations and thus our share price. Other than the risk factors set forth below, we believe there have been no material changes in our risk factors from those disclosed in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Because of such risk factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Risks Related to the Arrangement 

Uncertainties associated with the Arrangement could adversely affect our business, results of operations, financial condition, and the trading price of our common shares. 

Completion of the Arrangement is subject to various customary closing conditions, including the adoption of the Arrangement Agreement by the requisite vote of our shareholders. The failure to satisfy these closing conditions could jeopardize or delay the consummation of the Arrangement. The parties to the Arrangement Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. In addition, the Arrangement may fail to close for other reasons.

The pendency of the Arrangement, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition, and trading price of our common shares, regardless of whether the Arrangement is completed. These risks include, but are not limited to:

● an adverse effect on our relationship with vendors, customers, and employees, including if our vendors, customers, or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Arrangement;

● a diversion of a significant amount of management time and resources toward the completion of the Arrangement;

● being subject to certain restrictions on the conduct of our business; and

● possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Arrangement.

Failure to complete the Arrangement could adversely affect our business and the market price of our shares. 

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The closing of the Arrangement may not occur on the expected timeline or at all. The Arrangement Agreement contains certain customary termination rights for the Company and Parent. If the Arrangement Agreement is terminated and the Arrangement is not consummated, the trading price of our common shares may decline, we may experience negative reactions from the financial markets, including negative stock price impacts, or we may experience negative reactions from our business partners. In addition, if the Arrangement Agreement is terminated under certain circumstances set forth in the Arrangement Agreement, the Company will be required to pay a termination fee, which fee, together with costs incurred to execute the Arrangement Agreement and pursue the Arrangement, could have a material adverse effect on the Company’s financial condition and results of operations.

We are subject to certain restrictions on the conduct of our business under the terms of the Arrangement Agreement. 

The Arrangement Agreement imposes customary operating covenants that restrict certain actions outside the ordinary course of business pending completion of the Arrangement. As a result, we are subject to limitations on our ability to implement strategic, operational, financial and organizational initiatives that we might otherwise pursue, and we may be unable to respond as promptly or effectively to changing business conditions, competitive developments or other opportunities. These restrictions could adversely affect our business, results of operations and prospects.

We and our directors are and may be subject to additional litigation challenging the Arrangement, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Arrangement and/or result in substantial costs. 

Putative shareholders complaints, including shareholders class action complaints, and other complaints that may be filed against us, our Board, parties involved in the Arrangement, and others in connection with the transactions contemplated by the Arrangement Agreement may delay or prevent the consummation of the Arrangement. On January 29, 2026, a complaint was filed alleging, among other things, that the preliminary proxy statement and management information circular filed with the SEC on January 13, 2026 (the “Preliminary Circular”) omitted certain material information that rendered those documents incomplete or misleading. The relief sought includes, among others, enjoining the consummation of the Arrangement unless and until the defendants disclose certain allegedly material information, rescinding, to the extent already implemented, the Arrangement Agreement or any of the terms thereof. Additionally, the Company has received demand letters from purported stockholders of the Company, which generally demand the disclosure of certain additional information that was allegedly omitted from the Preliminary Circular in connection with the Arrangement. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in defending against these claims. Whether or not any claims are successful, this type of litigation could delay or prevent the Arrangement, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed, which may exacerbate the other risks described herein and adversely affect our business, operating results, and financial condition.

The limitations on our ability to solicit or engage with third parties, together with the termination fee and expense reimbursement obligations in certain circumstances, may discourage competing proposals. 

The Arrangement Agreement limits our ability to solicit additional acquisition proposals from third parties, subject to the fiduciary-out provisions. In addition, if the Arrangement Agreement is terminated in certain circumstances, we may be required to pay a termination fee to (or as directed by) Parent and/or reimburse Parent for certain expenses. These provisions could discourage third parties from making competing proposals, including proposals that could be more favorable to our shareholders than the Arrangement, or could deter us from supporting or entering into an alternative transaction.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Plans

During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Exchange Act).

​

Item 6. Exhibits

See Exhibit Index.

​

​

​	​
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EXHIBIT INDEX

​ ​
Exhibit No.	​ ​ ​	Description
	​
2.1#	​	Arrangement Agreement, dated as of December 14, 2025, between Quipt Home Medical Corp., a British Columbia corporation, 1567208 B.C. LTD, a company existing under the laws of British Columbia and REM Aggregator, LLC, a Delaware company (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2025) ​
3.1+	​	Notice of Articles (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on December 16, 2024)
​	​	​
3.2	​	Articles (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on December 16, 2024)
​	​	​
10.1	​	Form of Voting Agreement by and between Purchaser and the director and executive officer signatories thereto, each dated as of December 14, 2025 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2025) ​
10.2	​	Form of Voting Agreement by and between Purchaser and the shareholder signatories thereto, each dated as of December 14, 2025 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 15, 2025)
​ 31.1	​	​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	​
31.2	​	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	​
32*	​	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	​
101.INS	​	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
	​
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
​	​	​
​	​	​
​	​	​
​	​	​
​	​	​
​	​	​
​	​	​

*  These certifications are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing

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under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Quipt Home Medical Corp. specifically incorporates them by reference.

#  Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Quipt hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that Quipt may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

​

+ Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.  

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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.

Date: February 9, 2026

​	​	​
​	QUIPT HOME MEDICAL CORP.
​	​	​
​	By:	/s/ Gregory Crawford
​	Name:	Gregory Crawford
​	Title:	President, Chief Executive Officer, and Chairman of the Board of Directors
​	​	(Principal Executive Officer)
​	​	​
​	By:	/s/ Hardik Mehta
​	Name:	Hardik Mehta
​	Title:	Chief Financial Officer
​	​	(Principal Financial Officer)
​	​	​

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