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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 5, 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.
Item
8.01. Other Events.
On March 5, 2026, Quipt Home Medical Corp. (“Quipt”)
announced that it obtained a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement
(the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the
Arrangement Agreement, dated December 14, 2025, by and among Quipt, 1567208 B.C. Ltd., and REM Aggregator, LLC.
The Arrangement is subject to customary
closing conditions. Subject to the satisfaction of such conditions, the transaction is expected to be completed by March
16, 2026. Following closing of the Arrangement, Quipt’s common shares will be delisted from the Toronto Stock Exchange
(“TSX”) and the Nasdaq Capital Market (“NASDAQ”).
A copy of the press release issued by Quipt on
March 5, 2026 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this report 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”,
“postulate”, “expect”, “outlook”, or the negatives thereof or variations of such words, and similar
expressions as they relate to Quipt are intended to identify forward-looking statements, including: the proposed Arrangement and terms
thereof; and other 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 Quipt’s
current views and intentions with respect to future events, and current information available to Quipt, and are subject to certain risks,
uncertainties and assumptions, including, without limitation: the ability to obtain the necessary regulatory and other third party approvals
for the Arrangement, the timing of obtaining such approvals and the risk that such approvals may not be obtained in a timely manner or
at all, and the risk that such approvals may be obtained on conditions that are not anticipated; the anticipated completion of the Arrangement
and timing thereof; the abilities of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement;
the delisting of the common shares of Quipt from the TSX and NASDAQ; Quipt ceasing to be a reporting issuer under Canadian and U.S. federal
securities laws and the timing thereof; the failure of the Arrangement to close for any other reason; 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 Quipt operates;
the ability of Quipt 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 Quipt’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 Quipt is exposed; the failure of third parties to comply with their obligations to
Quipt 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 Quipt; Quipt’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 Quipt’s disclosure documents filed with the SEC and available on EDGAR at www.sec.gov, including Quipt’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 Quipt 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, Quipt does not
assume responsibility for the accuracy or completeness of such forward-looking statements. The forward-looking statements included in
this report are made as of the date of this report and Quipt undertakes no obligation to publicly update or revise any forward-looking
statements, other than as required by applicable law.
| Item 9.01.
Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press
release issued by Quipt Home Medical Corp. on March 5, 2026 |
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) |
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 5, 2026 |
By: |
/s/
Hardik Mehta |
| |
|
Hardik Mehta |
| |
|
Chief Financial Officer |
Exhibit 99.1
QUIPT
HOME MEDICAL RECEIVES FINAL ORDER APPROVING ARRANGEMENT
Cincinnati, Ohio – March 5, 2026
– Quipt Home Medical Corp. (the “Company”) (NASDAQ: QIPT; TSX: QIPT), a U.S. based home medical equipment
provider, focused on end-to-end respiratory care, announces that the Supreme Court of British Columbia issued a final order today in
connection with the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”)
pursuant to which affiliates of Kingswood Capital Management, L.P. and Forager Capital Management, LLC will acquire all of the issued
and outstanding common shares of the Company (each, a “Share”) for cash consideration of US$3.65 per Share. The final
order was the final substantive court approval required prior to the closing of the Arrangement. Assuming all other terms and conditions
to the Arrangement are satisfied, it is expected that the Arrangement will be completed by March 16, 2026.
It is anticipated that the Shares will be delisted
from the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Markets (“NASDAQ”) and that the Company
will cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer under applicable securities laws, in each case
shortly after completion of the Arrangement.
The
terms of the Arrangement and the arrangement agreement among the Company, 1567208 B.C. Ltd. and REM Aggregator, LLC dated December 14,
2025 are further described in the Company’s management information circular and proxy statement dated January 23, 2026 and related
materials for the special meeting of shareholders of the Company held on March 3, 2026, all of which are available under the Company’s
profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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”,
“postulate”, “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: the proposed Arrangement and
terms thereof; and other 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 ability to obtain the necessary regulatory and other third party
approvals for the Arrangement, the timing of obtaining such approvals and the risk that such approvals may not be obtained in a timely
manner or at all, and the risk that such approvals may be obtained on conditions that are not anticipated; the anticipated completion
of the Arrangement and timing thereof; the abilities of the parties to satisfy, in a timely manner, the other conditions to the closing
of the Arrangement; the delisting of the Shares from the TSX and NASDAQ; the Company ceasing to be a reporting issuer under Canadian and
U.S. federal securities laws and the timing thereof; the failure of the Arrangement to close for any other reason; 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 on EDGAR 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 visit our website at www.quipthomemedical.com, or 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
