SRX Health Solutions Inc SEC Filings

SRx Health Solutions, Inc. filed a Form S-1 to register the resale of up to 101,865,909 shares of common stock by selling stockholders. This is a secondary offering; the company will not receive proceeds from any sales under this prospectus. The registered shares comprise multiple sources, including shares issuable upon conversion of Series A Preferred Stock and upon exercise of warrants issued in the July and October 2025 PIPE financings, exchangeable shares from SRx Canada, a prior private placement, service provider issuances, and shares issued in a share exchange.

The filing notes that these shares represent a considerable percentage of the public float and that resales could pressure the market price. Shares of common stock outstanding were 24,992,539 as of November 5, 2025; this is a baseline figure, not the amount being offered. SRXH is listed on NYSE American. The company states it will not receive any proceeds from selling stockholders’ resales and highlights risks related to future capital needs, potential dilution from future financings, and other operational and market factors.

SRx Health Solutions, Inc. filed an S-1 registering up to 82,000,000 shares of common stock for resale by Keystone Capital Partners. These shares are outstanding or issuable under a Common Share Purchase Agreement, and the Selling Stockholder will receive all proceeds from any resales. We are not selling securities in this prospectus and will not receive proceeds from the Selling Stockholder’s sales.

The Company may, at its discretion, sell shares to Keystone under an equity line, with potential aggregate gross proceeds of up to $1.0 billion subject to agreement terms and market conditions. The 82,000,000 shares offered for resale represent approximately 40.64% of total fully diluted outstanding shares as of this prospectus. Shares outstanding were 24,992,539 as of October 31, 2025. Our common stock trades on NYSE American under “SRXH”; the October 31, 2025 closing price was $0.3000 per share.

The filing notes NYSE American’s 19.99% Exchange Cap and a 4.99% beneficial ownership limit applicable to the Selling Stockholder. The Company will pay certain registration expenses; sale methods are as described under Plan of Distribution.

SRx Health Solutions entered a private placement for up to $30.46 million of Series A convertible preferred stock and accompanying warrants, with an initial closing on October 31, 2025. At the first closing, investors purchased 19,035 Series A shares and 54,527,811 warrants for aggregate proceeds of approximately $15.23 million, paid in cash or through cancellation of prior instruments.

The warrants expire three years from first exercisability and have an exercise price of $0.6109, subject to adjustments as described. The Series A Preferred is convertible at a fixed price of $0.6109, with an alternate conversion formula during specified triggering events, bounded by a floor price of $0.6109. The company will seek stockholder approval to increase authorized common shares from 200,000,000 to 5,000,000,000.

The company also amended its common stock purchase agreement, increasing the total commitment from $50 million to $1 billion, and issued a $20 million convertible promissory note. Two directors resigned effective October 31, 2025, with no disagreements noted, and board committees were reconstituted.

SRx Health Solutions, Inc. reported a NYSE American noncompliance notice tied to Section 1003(a)(ii), which requires stockholders’ equity of at least $4 million when a company has losses in three of its four most recent fiscal years. The notice, dated October 14, 2025, has no immediate effect on the listing, and SRXH common stock will continue trading on NYSE American.

The company must submit a compliance plan by November 13, 2025, detailing actions to regain compliance by July 14, 2026. Under Section 1009 procedures, delisting proceedings could be initiated if the deficiency is not cured, and the exchange may accelerate action if trading levels are viewed as abnormally low. SRx stated it is developing plans and remains in discussions with the exchange. A press release was issued on October 17, 2025.

SRx Health Solutions, Inc. disclosed that its board will seek shareholder approval for an Additional Reverse Split of its common stock to occur after the previously approved reverse split from July 23, 2025. The Additional Reverse Split would be set at a ratio anywhere in the 15-to-1 to 85-to-1 range, with the Board to select the final ratio and timing so long as it occurs no later than March 31, 2026. The filing also references an issuance threshold equal to 19.99% of the common stock then outstanding in connection with an ELOC Purchase Agreement or related securities convertible into or exercisable for common stock. The Board retains discretion over the precise split ratio within the approved range following stockholder approval.

SRx Health Solutions, Inc. provided a preliminary information statement describing current beneficial ownership and the potential effects of an Additional Reverse Split on trading liquidity and continued listing on the NYSE American. The filing lists individual holdings for named executives and directors: Lionel F. Conacher 1,096,883 shares (4.30%), Simon Conway 204,792 shares (0.80%), David White 344,975 shares (1.35%), Kent Cunningham 410,596 shares (1.61%), and Carolina Martinez 356,963 shares (1.40%). All executive officers and directors as a group (7 persons) hold 8,515,075 shares (33.40%). A reported 5% shareholder, Glenn Gibbons, holds 2,880,157 shares (11.30%). The document also shows total outstanding share counts in the range of approximately 4.997B–4.999B shares across presented scenarios. The company highlights that an Additional Reverse Split could affect liquidity, prevailing trading price, market capitalization, and the Company’s ability to maintain its NYSE American listing.

David Allan White, a newly appointed director of SRx Health Solutions, Inc. (SRXH), reported multiple stock acquisitions tied to his appointment. The Form 4 shows acquisitions on 04/24/2025, 05/01/2025, and 08/25/2025 totaling 344,975 shares held after the latest transaction and a separate block of 6,200 shares held directly. Prices per share for the reported purchases were $2.09, $1.23, and $0.40 respectively. The filing also reports 69,732 common stock purchase warrants exercisable on 07/07/2025 with a $0.62 exercise price expiring on 07/07/2028. The filer notes the reported shares reflect holdings as of his appointment as director on 04/24/2025.

The condensed consolidated 10-Q shows SRx Health Solutions incurred a net loss of $15.1 million for the three months and $29.7 million for the nine months ended June 30, 2025, compared with losses of $3.1 million and $11.1 million in the prior-year periods. The company reports a working capital deficiency of $49.6 million and $67.7 million (two comparative periods), material impairments to customer-list intangibles, and goodwill-related adjustments tied to prior acquisitions.

Significant corporate actions include a reverse acquisition that made SRx Canada the accounting acquirer, a private placement raising $8.8 million (1,280,000 shares and 2,756,697 pre-funded warrants), issuance of shares for advisory and settlement purposes, repurchase activity (76,800 shares repurchased in the period) and the subsequent filing for creditor protection under CCAA by the Canadian operating subsidiary, which led to a write-off of a prepaid amount. The company also has convertible and secured notes outstanding and a senior secured convertible note financing referenced as a subsequent event.