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2025-12-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 14, 2025
Date of Report (Date of earliest event reported)
Quipt Home Medical Corp.
(Exact name of registrant as specified in its
charter)
British Columbia, Canada
(State or other jurisdiction of incorporation)
| 001-40413 |
|
N/A |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
|
1019 Town Drive |
|
|
| Wilder,
Kentucky |
|
41076 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(859) 878-2220
(Registrant’s telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Shares, without Par Value |
|
QIPT |
|
The
Nasdaq Capital
Market |
| |
|
|
|
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company x
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.
Item 1.01 Entry into a Material Definitive
Agreement
On December 14, 2025, Quipt Home
Medical Corp., a British Columbia corporation (“Quipt” or the “Company”), entered into an Arrangement
Agreement (the “Arrangement Agreement”) to be acquired by 1567208 B.C. LTD, a company existing under the laws of British
Columbia (“B.C. Purchaser”), and REM Aggregator, LLC, a Delaware limited liability company (individually, “REM
Aggregator”, and collectively with B.C. Purchaser (“Purchaser” or “Purchasers”). Purchaser are
entities affiliated with Kingswood Capital Management, LP (together with its affiliates, “Kingswood”).
Under the terms of the Arrangement Agreement,
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.
The Arrangement has been unanimously approved
by the board of directors of the Company (the “Board”). In doing so, the Board determined that the consideration to be received
by the shareholders is fair, from a financial point of view to the shareholders of the Company and in the best interests of the Company.
The Board also has determined unanimously to recommend that the Company’s shareholders (the “Shareholders”) vote in
favor of the Arrangement at a special meeting of the Company (the “Meeting”).
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 (“Dissenting
Shareholders”), 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.
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.
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.
Each of the Company’s restricted share
units (a “Company 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 Company 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.
Shares held by Dissenting Shareholders will be
deemed to be transferred to Purchaser at the Effective Time in consideration for the right to receive an amount determined and payable
in accordance with the provisions of the BCBCA.
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 be used 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. The Arrangement Agreement also contemplates that Purchaser may enter into
a debt financing in connection with funding consideration in the Arrangement.
Closing
and Conditions to the Arrangement
The parties
expect to close the Arrangement in the first half of 2026, subject to a number of conditions, including: (i) the approval
of 66⅔% of the votes cast by the Shareholders, voting together as a single class, at the Meeting, and, if required by Canadian
securities laws, a simple majority of the votes cast by the Shareholders excluding votes cast by Shareholders required to be excluded
in accordance with Section 8.1(2) of Multi-lateral Instrument 61-101 (the “Required Securityholder Approval”),
(ii) court approval of the Arrangement; (iii) the accuracy of the representations and warranties contained in the Arrangement
Agreement, subject to specified thresholds and exceptions; (iv) compliance in all material respects with the covenants contained
in the Arrangement Agreement; (v) dissenter rights not exercised with respect to more than 10% of the issued and outstanding shares;
(vi) the absence of a Material Adverse Effect (as defined in the Arrangement Agreement) with respect to the Company; and (vi) receipt
of approval or expiration of the applicable waiting period, under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Certain Other Terms of the Arrangement Agreement
The Arrangement Agreement includes customary
representations, warranties and covenants of the Company and Purchaser, including, among others, covenants relating to the Company
obtaining certain key regulatory approvals and the conduct of the business of the Company during the interim period between
execution of the Arrangement Agreement and the Effective Time.
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).
The parties may terminate the Arrangement Agreement
in certain circumstances, including: (i) by mutual written agreement; (ii) by either the Company or Purchaser if the Required
Securityholder Approval is not obtained; (iii) by either the Company or the Purchaser if any law is enacted, enforced or amended
that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or Purchaser from consummating
the Arrangement; (iv) by either the Company or Purchaser if the Effective Time does not occur on or prior to June 15, 2026
(with an option to extend for up to 60 days in the event certain conditions are not satisfied) or such later date as may be agreed to
between the parties; (v) by the non-breaching party if either the Company or Purchaser breaches its representations, warranties
or covenants in the Arrangement Agreement in a way that would entitle the party seeking to terminate the Arrangement Agreement not to
consummate the Arrangement, subject to the right of the breaching party to cure the breach; (vi) by the Company if, prior to obtaining
the Required Securityholder Approval, the Board authorizes the Company to enter into a definitive written agreement with respect to a
Superior Proposal and the Company enters into an Alternative Transaction Agreement (as defined in the Arrangement Agreement) with respect
to such Superior Proposal, subject to compliance with specified process and notice requirements; (vii) by Purchaser if, prior to
obtaining the Required Securityholder Approval, the Board has changed its recommendation in favor of the Arrangement or fails to reconfirm
its recommendation under certain circumstances; (viii) by Purchaser if a Material Adverse Effect with respect to the Company has
occurred and is continuing; (ix) the Company enters into an Alternative Transaction Agreement; or (x) the Company breaches
the non-solicit obligations or covenants in any material respect. The Arrangement Agreement also provides for the payment by the Company
to Purchaser of a termination fee of $6,950,000 million if the Arrangement Agreement is terminated in connection with a termination
described in (vi), (vii), (ix) or (x) above.
The foregoing description of the Arrangement
Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to this report and which is incorporated herein
by reference.
The Arrangement Agreement has been included to
provide investors with information regarding its terms and is not intended to provide any other factual information about the Company,
Purchaser or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Arrangement
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such
agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk among the parties to such agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Arrangement Agreement and should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of
their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may
change after the date of the Arrangement Agreement, and unless required by applicable law, the Company does not undertake any obligation
to update such information.
Voting Support Agreements
In connection with the execution of the Arrangement
Agreement, Forager Fund, L.P., the directors of the Company, Gregory Crawford and Hardik Mehta
of the Company holding in the aggregate approximately 20.9% of the Company’s outstanding Shares entered into voting and support
agreements (the “Voting Agreements”). Pursuant to the Voting Agreements, Purchaser and the signatories thereto have agreed,
among other things, to vote in favor of the Arrangement Agreement, the Arrangement, and the other transactions contemplated thereby at
the Meeting. The Voting Agreements terminate in certain circumstances, including upon the termination of the Arrangement Agreement in
accordance with its terms.
The foregoing description of the Voting Agreements
does not purport to be complete and is subject to, and qualified in its entirety by, references to the forms of the Voting Agreement,
which are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 15, 2025, Quipt issued
a press release announcing the execution of the Arrangement Agreement. A copy of the press release is furnished with this Current Report
on Form 8-K as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 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. |
| 99.1 |
|
Form of
Voting Agreement by and between Purchaser and the director and executive officer signatories thereto, each dated as of December 14,
2025 |
| 99.2 |
|
Form of
Voting Agreement by and between Purchaser and the shareholder signatories thereto, each dated as of December 14, 2025 |
| 99.3** |
|
Press
Release dated December 15, 2025. |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * |
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. |
| ** |
Furnished
herewith. |
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this report
contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking
information under Canadian securities law (collectively, “forward-looking statements”). Certain statements in this report
may constitute forward-looking statements, which reflect the expectations of Quipt’s management regarding the business prospects
and opportunities of Quipt and the Arrangement. The use of words such as “may,” “will,” “could,”
“should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “projects,” “seeks,” “endeavor,” “potential,”
“continue” or the negative of such words or other similar expressions can be used to identify forward-looking statements.
Quipt’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors
including but not limited to risks related to the satisfaction or waiver of the conditions to closing the proposed transaction (including
the failure to obtain necessary regulatory, court and Quipt’s securityholder approvals) in the anticipated timeframe or at all,
including the possibility that the proposed transaction does not close; the response of business partners and competitors to the announcement
of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the
proposed transaction; significant transaction costs; and unknown liabilities and the risk of litigation and/or regulatory actions related
to the proposed transaction. Please also refer to the factors discussed under “Risk Factors” and “Special Note Regarding
Forward-looking Information” in Quipt’s Annual Report on Form 10-K for the year ended September 30, 2025, with
the U.S. Securities Exchange Commission (“SEC”) and the securities regulatory authorities in certain provinces of Canada,
each as updated by Quipt’s continuous disclosure filings, which are available at www.sec.gov and at www.sedarplus.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications
of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are
qualified in their entirety by its cautionary statement and are made as of the date of this document. Quipt disclaims any obligation
to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments, except as required by law.
Additional Information about the Arrangement
and Where to Find It
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote, consent or approval in any jurisdiction, nor shall there by any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. This communication has been prepared in respect of the transaction
involving Quipt and Purchaser pursuant to the terms of the Arrangement Agreement, and may be deemed to be soliciting material relating
to the transaction. In connection with the transaction, Quipt will file a management information circular and proxy statement on Schedule
14A relating to a special meeting of the securityholders with the SEC and with the securities regulatory authorities in certain provinces
of Canada. Additionally, Quipt will file other relevant materials in connection with the transaction with the SEC. Securityholders
of Quipt are urged to read the management information circular and proxy statement and/or consent solicitation documents regarding the
transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment
decision with respect to the transaction because they will contain important information about the transaction and the parties to the
Arrangement Agreement. The definitive management information circular and proxy statement will be mailed to holders of Quipt’s
securityholders. Securityholders will be able to obtain a copy of the management information circular and proxy statement, as well as
other filings containing information about the transaction and the parties to the Arrangement Agreement made by Quipt with the SEC and
with the securities regulatory authorities in certain provinces of Canada free of charge on EDGAR at www.sec.gov, on SEDAR+ at
www.sedarplus.com, or on Quipt’s website at https://quipthomemedical.com. Information contained on, or that may be
accessed through, the websites referenced in this communication is not incorporated into and does not constitute a part of this document.
We have included these website addresses only as inactive textual references and do not intend them to be active links.
Participants in the Solicitation
Quipt and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the securityholders of Quipt in respect of the transaction. Information
about Quipt’s directors and executive officers is set forth in the proxy statement and management information circular for Quipt’s
Annual General Meeting of Shareholders, which was filed with the SEC and with the securities regulatory authorities in certain provinces
of Canada on January 24, 2025. Investors may obtain additional information regarding the interest of such participants by reading
the management information circular and proxy statement regarding the Arrangement when it becomes available.
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 hereunto
duly authorized.
| |
Quipt Home Medical Corp. |
| |
|
| Date: |
December 15, 2025 |
By: |
/s/ Hardik Mehta |
| |
|
Hardik Mehta |
| |
|
Chief Financial Officer |
