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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 30, 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 8.01 Other Events
On December 30, 2025, Quipt Home Medical
Corp. (the “Company”) issued the notice of meeting attached hereto as Exhibit 99.1 and incorporated by reference herein
relating to a special meeting of shareholders of the Company to be held on March 3, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
|
Notice of Meeting |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Forward-Looking Statements
This communication contains “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”). All
statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated
meeting date in relation to the special meeting of shareholders of the Company to consider the proposed transaction between the
Company, 1567208 B.C. LTD, and REM Aggregator, LLC, are forward-looking statements. Forward-looking statements contained in this communication
are based on certain factors and assumptions made by management in light of their experience and perception of historical trends, current
conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Although
the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. In
respect of the forward-looking statements concerning the anticipated completion of the proposed transaction and the anticipated timing
for completion of the transaction, the Company provided them in reliance on certain assumptions that they believe are reasonable at this
time, including assumptions as to the time required to prepare and mail shareholder meeting materials, including the required proxy statement
and management information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder
and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of
the transaction. These dates may change for a number of reasons, including, but not limited to, unforeseen delays in preparing meeting
material; inability to secure necessary shareholder, regulatory, court or other third party approvals in the time assumed or the need
for additional time to satisfy the other conditions to the completion of the transaction. Accordingly, readers should not place undue
reliance on the forward-looking statements contained in this communication concerning these times. Forward-looking statements are typically
identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by
their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees
of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of
various factors, including, but not limited to, the ability to obtain requisite regulatory and shareholder approvals and the satisfaction
of other conditions to the consummation of the proposed transactions on the proposed terms and schedule; potential impact of the announcement
or consummation of the proposed transactions on relationships, including with regulatory bodies, employees, suppliers, customers and competitors;
changes in applicable laws; the diversion of management time on the proposed transaction; the possibility that competing offers may be
made; and other risks and uncertainties discussed or referred to in the Company’s disclosure documents, including the Company’s
most recent Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov, 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 herein are made as of
the date hereof and the Company undertakes no obligation to publicly update or revise any forward-looking statements, other than
as required by applicable law.
Important Additional Information and Where
to Find It
In connection with the proposed transaction, the
Company will file with the SEC the proxy statement and management information circular on Schedule 14A (the “Proxy Statement”),
the definitive version of which will be sent or provided to the Company securityholders. The Company may also file other documents with
the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the
Company may file with the SEC. Securityholders of the Company are urged to read the Proxy Statement regarding the proposed 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 proposed transaction because they will contain important information about the proposed
transaction. The definitive Proxy Statement will be mailed to holders of the Company’s securityholders. Securityholders will
be able to obtain a copy of the Proxy Statement, as well as other filings containing information about the proposed transaction made by
the Company 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.ca, or on the Company’s website at https://quipthomemedical.com. Information contained
on, or that may be accessed through, the websites referenced herein 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
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in respect of the proposed transaction.
Information about the Company’s directors and executive officers is set forth in the proxy statement and management information
circular for the Company’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 Proxy Statement 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: |
January 6, 2026 |
By: |
/s/ Hardik Mehta |
| |
|
Hardik Mehta |
| |
|
Chief Financial Officer |
