Forager Files Schedule 13D: $3.10/Share Proposal for QIPT

Rhea-AI Filing Summary

Forager Fund, L.P. and affiliates disclosed an amended Schedule 13D regarding Quipt Home Medical Corp. (QIPT). The filing reports beneficial ownership of 4,199,562 shares, representing 9.7% of outstanding common stock based on 43,443,972 shares. The amendment adds a non-binding Acquisition Proposal dated August 25, 2025: an all-cash offer of $3.10 per share to acquire all outstanding shares, which the filer states is a substantial premium (citing a 120% premium to an unaffected $1.41 closing price on May 19, 2025). The proposal would be funded with cash on hand, is described as not subject to due diligence, contemplates a 30-day go-shop, matching rights, and break-up fees of 3.5% (go-shop) and 5.5% (no-shop) of total purchase price. The filer says it could potentially close within 16 weeks.

Positive

• All-cash offer of $3.10 per share provides immediate liquidity at a large premium to prior unaffected price
• Filer controls 9.7% of shares, making the proposal anchored by a significant holder
• No financing contingency indicated—affiliate expects to fund the transaction with cash on hand
• Deal timeline defined: filer suggests potential to close within 16 weeks, indicating transaction readiness

Negative

• Proposal is non-binding (filed to comply with Canadian law), so terms are not guaranteed
• Break-up fees (3.5%/5.5%) could deter competing bidders and affect ultimate sale proceeds to shareholders
• No diligence condition claimed by filer, but absence of due diligence is atypical and may raise process questions

Insights

M&A Specialist

TL;DR: Forager proposes a $3.10 all-cash takeover at a significant premium, with customary go-shop and break-up fee terms.

The Proposal is material: a full all-cash offer at $3.10 implies immediate liquidity for shareholders and a large premium versus pre-disclosure trading. The inclusion of a 30-day go-shop and matching rights are standard deal protections that balance board flexibility with bidder protections. Break-up fees of 3.5% (go-shop) and 5.5% (no-shop) are within typical ranges and could deter competing bidders. The filer’s statement that no financing is required and that the deal is not subject to due diligence signals transaction readiness, which increases the likelihood of a timely process, though the Proposal is described as non-binding to comply with Canadian securities laws.

Corporate Governance Expert

TL;DR: The filing meaningfully changes governance dynamics by signaling a near-term takeover attempt and sets negotiation parameters.

The disclosure elevates pressure on the board to evaluate a cash-sale alternative at a sizeable premium. By specifying deal mechanics (go-shop, matching rights, break-up fees), the filer frames acceptable negotiation contours and timelines (potential close within 16 weeks). These terms create a defined window for shareholder value realization and third-party bids, shifting strategic considerations for the board and shareholders. The reporting of 9.7% ownership establishes the filer as a significant stakeholder in the process.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Quipt Home Medical Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74880P104

(CUSIP Number)

Robert MacArthur
c/o Forager Fund, L.P., 2025 3rd Avenue North, Suite 350
Birmingham, AL, 35203
205-383-4763

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74880P104

1

Name of reporting person

Forager Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,199,562.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,199,562.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,199,562.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Footnote to "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of August 8, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 74880P104

1

Name of reporting person

Forager Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,199,562.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,199,562.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,199,562.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Footnote to sections (7), (8), and (11): Shares reported in this table are held by Forager Fund, L.P., of which the Reporting Person is the general partner. Footnote to section "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of August 8, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 74880P104

1

Name of reporting person

Kissel Edward Urban

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,199,562.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,199,562.00

11

Aggregate amount beneficially owned by each reporting person

4,199,562.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person:

Footnote for sections (8), (10) and (11): These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC. Footnote for section "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of August 8, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 74880P104

1

Name of reporting person

MacArthur Robert Symmes

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,199,562.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,199,562.00

11

Aggregate amount beneficially owned by each reporting person

4,199,562.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person:

Footnote for sections (8), (10) and (11): These shares are held by Forager Fund, L.P., of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC. Footnote for section "(13) Percent of class represented by amount in row (11)": Calculated based on 43,443,972 shares of common stock of the Issuer as of August 8, 2025, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Quipt Home Medical Corp.
(c)	Address of Issuer's Principal Executive Offices: 1019 TOWN DRIVE, WILDER, KENTUCKY , 41076.
Item 1 Comment: This Amendment No. 4 to Schedule 13D is filed solely to supplement the information provided in response to Item 4 and Item 7 of this statement on Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On August 25, 2025, Forager Capital Management ("FCM") submitted to the Issuer an updated and immediately actionable acquisition proposal (the "Acquisition Proposal") to enter into a transaction to acquire at a premium all of the issued and outstanding common shares of the Issuer for $3.10 per share in cash (the "Proposed Transaction"). The $3.10 all-cash purchase price represents a significant premium to the trading price of the Issuer's shares across a number of measuring periods, including a 120% premium over the $1.41 unaffected closing price on May 19, 2025 (the last trading day before FCM's May 17, 2025 Letter of Intent became public). An affiliate of FCM anticipates funding the Proposed Transaction using cash on hand and will not require any financing from the Issuer or its shareholders. Further, the Acquisition Proposal is not subject to any due diligence conditions, as FCM has evaluated the information that it needs to complete the Proposed Transaction. The Acquisition Proposal contemplates that the definitive agreement to be entered into with respect to the Potential Transaction between FCM and the Issuer (the "Definitive Agreement") will contain provisions allowing the Issuer to undertake a standard "go-shop" process with customary deal protections, including (i) a go-shop provision for 30-days post signing of the Definitive Agreement (the "Go-Shop Period"), (ii) a no-shop/non-solicitation covenant to apply upon expiration of the Go-Shop Period (such period following the expiration of the Go-Shop Period, the "No-Shop Period"), (iii) matching rights for FCM with respect to competing proposals, and (iv) a break-up fee of 3.5% of the total Purchase Price during the Go-Shop Period and of 5.5% of the total Purchase Price during the No-Shop Period. While the Acquisition Proposal is non-binding in order to comply with applicable Canadian securities laws, FCM is prepared to enter into definitive, immediately actionable documentation based on the terms proposed herein. FCM remains fully committed to working with the Board to finalize a transaction that maximizes value for all stakeholders. The Proposed Transaction is of the highest priority for FCM, and its legal and financial advisors are prepared to proceed as quickly as possible, with the ability to potentially close within 16 weeks. The foregoing description of the Acquisition Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Proposal, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1* - Acquisition Proposal, dated August 25, 2025 * Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Forager Fund, L.P.

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur, Managing Partner
Date:	08/25/2025

Forager Capital Management, LLC

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur, Managing Partner
Date:	08/25/2025

Kissel Edward Urban

Signature:	/s/ s/ Edward Kissel
Name/Title:	Edward Kissel
Date:	08/25/2025

MacArthur Robert Symmes

Signature:	/s/ Robert MacArthur
Name/Title:	Robert MacArthur
Date:	08/25/2025

FAQ

What price per share did Forager offer to acquire QIPT?

Forager proposed an all-cash purchase price of $3.10 per share for all outstanding common shares.

How many QIPT shares does Forager report owning?

The filing reports beneficial ownership of 4,199,562 shares, equal to 9.7% of outstanding common stock based on 43,443,972 shares.

Is Forager's acquisition proposal binding for QIPT shareholders?

No. The Acquisition Proposal is described as non-binding to comply with Canadian securities laws, though the filer states readiness to enter definitive documentation.

How would the proposed transaction be funded?

An affiliate of Forager anticipates funding the Proposed Transaction using cash on hand and does not expect to require financing from the issuer or shareholders.

What transaction protections are included in the proposal?

The proposal contemplates a 30-day go-shop, subsequent no-shop/non-solicitation covenant, matching rights for Forager, and break-up fees of 3.5% (go-shop) and 5.5% (no-shop) of the total purchase price.