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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
March 13, 2026
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)
¨ 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.
INTRODUCTORY NOTE
On March 16, 2026 (the “Closing
Date”), Quipt Home Medical Corp., a corporation existing under the laws of British Columbia (“Quipt”), announced the
closing of its previously announced transaction with 1567208 B.C. Ltd., a company incorporated under the laws of British Columbia (the
“Purchaser”), and REM Aggregator, LLC, a Delaware limited liability company (“Parent”), pursuant to the previously
announced arrangement agreement dated December 14, 2025 (the “Arrangement Agreement”), by and among Quipt, the Purchaser and
Parent. Pursuant to the terms of the Arrangement Agreement, among other things, the Purchaser acquired all of the issued and outstanding
common shares (collectively, the “Shares”) of Quipt on the Closing Date for US$3.65 per Share in cash (the “Consideration”),
by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
Item 1.01
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Parent obtained incremental debt financing for
the purpose of facilitating the transactions contemplated by the Arrangement Agreement. On March 13, 2026, Parent entered into an amendment
to that certain amended and restated credit and guaranty agreement, initially dated as of September 16, 2022 (as amended, restated, increased,
extended, supplemented or otherwise modified from time to time, by and among, Parent, REM Borrower, LLC, a Delaware limited liability
company, as the borrower, and Quipt, as a guarantor, and the other persons party thereto from time to time as loan parties, the lenders
party thereto from time to time and First-Citizens Bank & Trust Company, as administrative agent, which provides for incremental revolving
loan capacity.
Item 2.01. Completion of Acquisition or Disposition
of Assets.
In connection with the Arrangement,
at 12:01 a.m. (Vancouver Time) (the “Effective Time”) on the Closing Date, Purchaser acquired all of the issued and outstanding
Shares of Quipt and Quipt became a wholly owned indirect subsidiary of Parent.
At the Effective Time, (i)
each Share outstanding immediately prior to the Effective Time, other than Shares held by a dissenting holder of Shares who has validly
exercised such holder’s dissent rights, was deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange
for the Consideration for each Share held; (ii) each option to purchase Shares (an “Option”) outstanding immediately prior
to the Effective Time, whether vested or unvested, was deemed to be unconditionally vested and exercisable and such Options were deemed
to be surrendered and transferred to Quipt in exchange for a cash payment by or on behalf of Quipt in respect of each Share subject to
each Option equal to the amount (if any) by which the Consideration exceeded the exercise price of such Option, subject to applicable
tax withholdings, and such Option was cancelled immediately after its transfer; and (iii) each restricted share unit (an “RSU”)
outstanding immediately prior to the Effective Time, whether vested or unvested, was deemed to be transferred to Quipt in exchange for
the Consideration for such RSU, subject to applicable tax withholdings, and such RSU was cancelled immediately after its transfer. The
aggregate consideration payable by the Purchaser to acquire the Shares, Options and RSUs outstanding immediately prior to the Effective
Time is approximately $173 million.
The
foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Arrangement Agreement, a copy of which is attached as Exhibit 2.1 to Quipt’s Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission on December 15, 2025, the terms of which are incorporated herein by
reference.
The
information contained in the Introductory Note and Items 3.01, 3.03, 5.01, 5.02 and 8.01
of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Quipt notified the Nasdaq
Stock Market (“NASDAQ”) that, as of the Effective Time, each Share issued and outstanding immediately prior to such time was
acquired by the Purchaser. On the Closing Date, in connection with the completion of the Arrangement, Quipt requested NASDAQ to promptly
file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on Form 25 to delist the Shares from the NASDAQ and deregister the Shares under Section 12(b)
of the Exchange Act. Upon effectiveness of such Form 25, Quipt intends to file with the SEC a Certification and Notice of Termination
on Form 15 to terminate the registration of the Company’s Shares under Section 12(g) the Exchange Act and request that Quipt’s
reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
On the Closing Date, Quipt
also notified the Toronto Stock Exchange (“TSX”) that the Arrangement had been completed. The Shares are expected to be delisted
from the TSX on or about March 17, 2026. Quipt intends to promptly apply to cease to be a reporting issuer in each province and territory
of Canada.
Trading of the Shares on the
NASDAQ was halted prior to the opening of trading on the Closing Date. The Shares will cease trading on the TSX at the close of business
on March 17, 2026.
The information set forth
in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights
of Security Holders.
On March 16, 2026, in connection
with the completion of the Arrangement, each Share that was issued and outstanding immediately prior to the Effective Time was converted
into the right to receive the Consideration at the Effective Time.
The information contained
in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
Item 5.01. Changes in Control of Registrant.
In connection with the Arrangement,
a change of control of Quipt occurred and Quipt became a wholly owned indirect subsidiary of Parent.
The information contained
in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.01.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the completion
of the Arrangement and in accordance with the Arrangement Agreement, effective as of the Effective Time, Mark Greenberg, Kevin Carter,
and Brian Wessel resigned from Quipt’s board of directors (the “Board”) and any committees thereof, and the following
persons were appointed to the Board: Stephen Griggs; Michael Niegsch; and Johnny Wilhelm. Gregory Crawford, Quipt’s Chief Executive
Officer and a member of the Board prior to completion of the Arrangement, remains on the Board. Additionally, in accordance with the Arrangement
Agreement and effective as of the Effective Time, Hardik Mehta (Chief Financial Officer and Principal Financial Officer) and Thomas Roehrig
(Chief Accounting Officer and Principal Accounting Officer) resigned as officers of Quipt. Following the Effective Time, each of Hardik
Mehta and Thomas Roehrig were reappointed as Quipt’s Chief Financial Officer and Chief Accounting Officer, respectively, and Stephen
Griggs was appointed as Executive Chairman of Quipt. Gregory Crawford will continue to serve as Quipt’s Chief Executive Officer.
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 8.01. Other Events.
Incorporated by reference
is Exhibit 99.1 attached hereto, a press release issued by Quipt on March 16, 2026 announcing the completion of the Arrangement.
| |
Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
|
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 Quipt’s Current Report on Form 8-K filed on December 15, 2025) |
| 99.1 |
|
Press release issued by Quipt Home Medical Corp. on March 16, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and embedded
within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have
been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the SEC upon its request. |
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: |
March 16, 2026 |
By: |
/s/ Hardik Mehta |
| |
|
Hardik Mehta |
| |
|
Chief Financial Officer |
Exhibit 99.1
QUIPT HOME MEDICAL COMPLETES THE PREVIOUSLY
ANNOUNCED ARRANGEMENT WITH AFFILIATES OF KINGSWOOD AND FORAGER
Cincinnati, Ohio – March 16, 2026 –
Quipt Home Medical Corp. (the “Company” or “Quipt”) (NASDAQ: QIPT; TSX: QIPT), a U.S. based
home medical equipment provider, focused on end-to-end respiratory care, is pleased to announce the successful completion of the previously-announced
plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement”)
in accordance with an arrangement agreement (the “Arrangement Agreement”) dated December 14, 2025 among the Company,
1567208 B.C. Ltd. (the “Purchaser”) and REM Aggregator, LLC.
Pursuant to the Arrangement, and in accordance
with the terms of the Arrangement Agreement, the Purchaser, which included funding from, amongst others, affiliates of each of Kingswood
Capital Management, L.P. (“Kingswood”) and Forager Capital Management, LLC (“Forager”), acquired
all of the issued and outstanding common shares of the Company (each, a “Share”) for cash consideration of US$3.65
per Share (the “Consideration”).
Greg Crawford, Chief Executive Officer of the
Company, said, “We are pleased to announce the successful conclusion of this transformative transaction, which initiates an exciting
new phase for Quipt as a privately held entity. On behalf of our board of directors and management team, I extend our sincere gratitude
to our shareholders for their trust, support, and strong endorsement throughout this process. We believe this transaction strategically
positions the Company for sustained long-term success. We wish to express our appreciation to all advisors, with particular acknowledgment
to our legal advisors at DLA Piper for their exceptional guidance during this transaction.”
Kingswood Partner Michael Niegsch and Forager
Partner Johnny Wilhelm jointly commented, “Today marks an exciting milestone for Quipt. We are grateful to Greg Crawford, Hardik
Mehta, and the entire Quipt team for the strong foundation they have built, and we are thrilled to officially begin our partnership together.
Quipt’s culture, patient-first approach, and commitment to clinical excellence have positioned the Company as a leader in home-based
respiratory care. As we move forward, our focus will be on supporting the team, investing in the platform, and building upon the Company’s
momentum to drive long-term growth.”
Upon completion of the Arrangement; (a) each
outstanding option to acquire Shares (each, a “Quipt Option”) outstanding immediately prior to completion of the Arrangement
(whether vested or unvested) was deemed to be unconditionally vested and exercisable and such Quipt Option was, without any further action
by, or on behalf of, the holder of such Quipt Option, deemed to be surrendered and transferred by such holder to the Company, in exchange
for solely a cash payment (net of applicable withholdings) from the Company, in an amount equal to the product of (i) the number
of Shares underlying such Quipt Option, multiplied by (ii) the amount by which the Consideration exceeded the exercise price of such
Quipt Option, and each such Quipt Option was immediately cancelled (however, if the exercise price of a Quipt Option was equal to or greater
than the Consideration, such Quipt Option was cancelled without provision of any consideration, and neither the Company nor the Purchaser
was obligated to pay to the holder of such Quipt Option any amount in respect of such Quipt Option); and (b) each restricted share
unit of the Company (each, a “Quipt RSU”) outstanding immediately prior to completion of the Arrangement (whether vested
or unvested) was, without any further action by or on behalf of the holder of such Quipt RSU, deemed to be transferred by such holder
to the Company in exchange solely for a cash payment in an amount equal to the Consideration (net of applicable withholdings) and all
Quipt RSUs were immediately cancelled.
With the completion of the Arrangement, the Shares
ceased trading on, and will be delisted from, the Nasdaq Capital Markets (“NASDAQ”) and will cease trading on, and
be delisted from, the Toronto Stock Exchange (the “TSX”) at close of business on March 17, 2026. The Company
intends to apply to cease to be a reporting issuer in Canada and to terminate its public reporting obligations in Canada and the U.S.
Further details regarding the Arrangement are set out in the Company’s management information circular and proxy statement dated
January 23, 2026, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
ADVISORS
DLA Piper acted as legal counsel to the Company
in Canada and the U.S., McDermott Will & Schulte LLP, in the U.S., and Fasken Martineau DuMoulin LLP, in Canada, acted as legal
counsel to Kingswood, Forager, and the Purchaser.
Truist Securities, Inc. acted as financial
advisor, and Evans & Evans, Inc. acted as independent financial advisor, to the Company and the Strategic Transactions Committee
of the board of directors of the Company. UBS Investment Bank acted as exclusive financial advisor to Kingswood.
The Company retained Carson Proxy Advisors as
its strategic shareholder advisor and proxy solicitation agent in connection with the Arrangement.
ABOUT QUIPT HOME MEDICAL CORP.
The Company provides in-home monitoring and disease
management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue
to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease,
sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the Company is to offer a broader
range of services to patients in need of in-home monitoring and chronic disease management.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995 or “forward-looking information” as such term is defined in applicable Canadian securities legislation
(collectively, “forward-looking statements”). The words “may”, “would”,
“could”, “should”, “potential”, “will”, “seek”, “intend”,
“plan”, “anticipate”, “believe”, “estimate”, “expect”,
“outlook”, or the negatives thereof or variations of such words, and similar expressions as they relate to the Company
are intended to identify forward-looking statements, including statements that are not historical fact. All statements other than
statements of historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and may be forward-looking statements and may involve
estimates, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those expressed in
the forward-looking statements. Such statements reflect the Company’s current views and intentions with respect to future
events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions,
including, without limitation: the delisting of the Shares from the TSX and NASDAQ; the Company ceasing to be a reporting issuer
under Canadian securities laws and the timing thereof; and the ability to achieve the expected benefits of the Arrangement. Many
factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking
statements to vary from those described herein should one or more of these risks or uncertainties materialize. Examples of such risk
factors include, without limitation: risks related to credit, market (including equity, commodity, foreign exchange and interest
rate), liquidity, operational (including technology and infrastructure), reputational, insurance, strategic, regulatory, legal,
environmental, and capital adequacy; the general business and economic conditions in the regions in which the Company operates; the
ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and
strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to
implement business strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including
cyber-attacks) on the Company’s information technology, internet, network access or other voice or data communications systems
or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of
third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application
of, current laws and regulations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel
business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; legal proceedings and
litigation, including as it relates to the civil investigative demand received from the Department of Justice; increased
competition; changes in foreign currency rates; the imposition of trade restrictions such as tariffs and retaliatory counter
measures; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of
funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods
used by the Company; the Company’s status as an emerging growth company and a smaller reporting company; the occurrence of
natural and unnatural catastrophic events or health epidemics or concerns; as well as those risk factors discussed or referred to in
the Company’s disclosure documents filed with the SEC and available at www.sec.gov, including the Company’s most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and with the securities regulatory authorities
in certain provinces of Canada and available at www.sedarplus.ca. Should any factor affect the Company in an unexpected manner, or
should assumptions underlying the forward-looking statement prove incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward-looking statements are expressly qualified in their entirety by this cautionary
statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking statements.
The forward-looking statements included in this press release are made as of the date of this press release and the Company
undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.
For further information please contact:
Cole Stevens
VP of Corporate Development
Quipt Home Medical Corp.
859-300-6455
cole.stevens@myquipt.com
Gregory Crawford
Chief Executive Officer
Quipt Home Medical Corp.
859-300-6455
investorinfo@myquipt.com
