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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 3, 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 5.07. Submission of Matters to a Vote of Security Holders. |
On March 3, 2026, Quipt Home Medical Corp.
(“Quipt”) convened a special meeting (the “Meeting”) of the holders of common shares (the “Shares”)
of Quipt (collectively, the “Shareholders”) to vote on a proposal to consider, pursuant to an interim order of the Supreme
Court of British Columbia, dated as of January 23, 2026, and, if deemed advisable, to pass, with or without variation, a special
resolution (the “Arrangement Resolution”), approving an arrangement under Division 5 of Part 9 of the Business Corporations
Act (British Columbia) pursuant to the arrangement agreement, dated as of December 14, 2025, by and among Quipt, 1567208 B.C.
Ltd., and REM Aggregator, LLC. The Arrangement Resolution is described in more detail in the definitive management information circular
and proxy statement filed with the Securities and Exchange Commission by Quipt on February 4, 2026.
As of the close of business on January 22,
2026, the record date of the Meeting, there were 44,329,972 Shares issued and outstanding and entitled to vote. A total 29,672,136 Shares
were voted at the Meeting, representing approximately 66.93% of the issued and outstanding Shares as of the record date.
The number of votes cast for and against the
Arrangement Resolution is set out below. There were no recorded abstentions or broker non-votes with respect to the Arrangement Resolution.
Set forth below are the results of the Meeting:
The Arrangement Resolution
The Arrangement Resolution was approved, receiving
the affirmative vote of approximately (i) 98.9% of the votes cast by Shareholders, present in person or represented by proxy at
the Meeting, and (ii) 98.7% of the votes cast by Shareholders, present in person or represented by proxy and entitled to vote at
the Meeting, after excluding the votes cast by the Shareholders whose votes are required to be excluded under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions. In respect of the preceding two clauses, votes were
received as follows:
(i)
| Votes
For |
|
%
Votes For |
|
Votes
Against |
|
%
Votes Against |
| 28,737,677 |
|
98.9% |
|
319,623 |
|
1.1% |
(ii)
| Votes
For |
|
%
Votes For |
|
Votes
Against |
|
%
Votes Against |
| 23,929,010 |
|
98.68% |
|
319,623 |
|
1.32% |
Item 8.01. Other Events
On March 3, 2026, Quipt issued a press
release containing information about the voting results of the Meeting. A copy of this press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
|
Description |
| 99.1 |
|
Press
release issued by Quipt Home Medical Corp. on March 3, 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 3, 2026 |
By: |
/s/
Hardik Mehta |
| |
|
Hardik Mehta |
| |
|
Chief Financial Officer |
Exhibit 99.1
QUIPT HOME MEDICAL ANNOUNCES VOTING RESULTS
FROM SPECIAL MEETING OF SHAREHOLDERS
Cincinnati, Ohio – March 3,
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, today announced the voting results from its special meeting of holders (the
“Shareholders”) of common shares (the “Shares”) of the Company held on March 3, 2026 (the
“Meeting”) in Sarasota, Florida. The Shareholders voted to approve the special resolution (the “Arrangement
Resolution”) approving the plan of arrangement under the Business Corporations Act (British Columbia), involving, among
other things, the acquisition by affiliates of Kingswood Capital Management, L.P. and Forager Capital Management, LLC of all of the issued
and outstanding Shares (the “Arrangement”) for cash consideration of US$3.65 per Share.
The Arrangement Resolution required approval of:
(i) at least 66⅔% of the votes cast by Shareholders, present in person or represented by proxy at the Meeting; and (ii) in
accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI
61-101”), a simple majority of votes cast by the Shareholders, present in person or represented by proxy and entitled to vote
at the Meeting, excluding the votes in respect of Shares cast by any “interested party”, any “related party” of
an “interested party” or any “joint actor” (as such terms are defined in MI 61-101). Shareholders holding 29,672,136
Shares, representing approximately 66.93% of the outstanding Shares, were represented in person or by proxy at the Meeting. The Arrangement
Resolution was approved by: (i) Shareholders holding 98.9% of the Shares voted; and (ii) Shareholders holding 98.7%
of the Shares voted, after excluding the votes cast by the Shareholders whose votes were required to be excluded in determining minority
approval under MI 61-101.
The Company is scheduled to seek a final order
of the Supreme Court of British Columbia approving the Arrangement on March 5, 2026. Assuming all other terms and conditions, including
applicable stock exchange and regulatory approvals, to the Arrangement are satisfied, it is expected that the Arrangement will be completed
in the near term. Further information about the Arrangement can be found in the Company’s definitive proxy statement and management
information circular dated January 23, 2026 for the Meeting, which is available under the Company’s profile on SEDAR+ and
on the Company’s website https://quipthomemedical.com., and has been filed with the SEC on the EDGAR website at www.sec.gov.
A Form 8-K in respect of the voting results
has been filed with the SEC on the EDGAR website at www.sec.gov, on SEDAR+ under the Company’s issuer profile at www.sedarplus.com.
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 create shareholder
value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s
organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the
patient’s services, and making life easier for the patient.
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 the anticipated completion of the Arrangement, including receipt of court and regulatory approval and satisfaction
of closing conditions; 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, court, 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 timing of closing
of the Arrangement; the risk that the conditions to the Arrangement are not satisfied on a timely basis or at all and the failure of the
Arrangement to close for any other reason; 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 abilities of the parties to satisfy, in a timely manner,
the other conditions to the closing of the Arrangement; 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
