SRX Health Solutions Inc SEC Filings

SRx Health Solutions, Inc. filed a prospectus supplement covering the resale of up to 187,552,665 shares of common stock held by selling stockholders. These shares come from prior PIPE financings in July and October 2025, exchangeable shares issued in connection with SRx Health Solutions (Canada), a private placement, service provider share issuances, and shares issued under a share exchange with Halo Spin-Out SPV Inc.

The supplement includes a Current Report on Form 8-K describing stockholder written consents dated December 17, 2025. Stockholders approved a future name and ticker change to EMJX, a potential issuance of at least 20% of outstanding common stock for a transaction to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp. and related AI-based intellectual property, an increase in the 2019 Incentive Award Plan share pool, the election of four directors, advisory approval of executive compensation, and ratification of Davidson and Company LLP as auditor. These actions were approved by holders of 45.42% of the company’s voting power as of the December 12, 2025 record date.

SRx Health Solutions, Inc. is registering up to 187,544,974 shares of common stock for resale by existing holders, including shares issuable from PIPE financings, exchangeable shares, private placements, service provider grants and a prior share exchange. The company will not receive proceeds from these resales, which could put pressure on the share price because the registered amount represents a meaningful portion of its public float.

The prospectus describes significant financing arrangements, including July and October PIPE deals, an equity line of credit that may allow sales of up to $1.0 billion of common shares, and a $20.0 million convertible note tied to that facility. It also highlights serious risks: the auditors have raised substantial doubt about the company’s ability to continue as a going concern, the Canadian subsidiary SRx Canada is in CCAA restructuring with asset sales under court supervision, and the Halo pet business has recurring losses and intense competitive and operational pressures.

SRx Health Solutions, Inc. filed a prospectus supplement covering the resale of up to 2,506,893,959 shares of common stock by Keystone Capital Partners, LLC. These shares are outstanding or issuable under a common share purchase agreement, and any sale by Keystone will not send cash to the company, although SRx would receive funds when it sells shares to Keystone under that agreement.

Separately, stockholders holding 45.42% of voting power approved several actions by written consent as of December 17, 2025. These include a planned name change to EMJX, Inc. and ticker change to EMJX conditioned on closing a proposed transaction to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp., and related artificial intelligence trading intellectual property. Stockholders also approved potential issuance of common stock equal to 20% or more of current outstanding shares in connection with this transaction, an increase in the 2019 Incentive Award Plan pool, election of four directors to terms through the 2026 annual meeting, advisory approval of executive compensation, and ratification of Davidson and Company LLP as independent auditor for 2025.

SRx Health Solutions, Inc. reported that stockholders holding 12,591,645 votes, or 45.42% of outstanding voting power on an as-converted basis as of the December 12, 2025 record date, approved several actions by written consent. This exceeded the one-third threshold required under Delaware law and the company’s bylaws, so no meeting was held.

Stockholders approved changing the company’s name to EMJX, Inc. and its NYSE American ticker from SRXH to EMJX, conditioned on closing a proposed transaction with EMJ Crypto Technologies Inc., CCC Crypto Corp., and other transferors. They also approved issuing shares of common stock that may equal 20% or more of current outstanding common stock, potentially at below-market value, to acquire those entities and associated artificial intelligence-driven crypto trading intellectual property, and to appoint Eric M. Jackson, PhD as CEO and board chair in connection with the transaction.

Additional approvals included increasing the 2019 Incentive Award Plan pool to 10% of shares outstanding, but not less than 3,432,915 shares, electing four directors to terms running to the 2026 annual meeting, a non-binding advisory vote on executive compensation, and ratifying Davidson and Company LLP as auditor for 2025. Before closing the transaction or implementing these actions, the company will file and mail a Schedule 14C information statement.

SRx Health Solutions, Inc. is registering up to 187,544,974 shares of common stock for resale by existing selling stockholders. These shares come primarily from recent financings, including July and October PIPE transactions, an April 2025 private placement, shares issued to service providers, exchangeable shares tied to SRx Health Solutions (Canada), Inc., and a share exchange with Halo Spin-Out SPV Inc. The company will not receive proceeds from these resales.

As of December 19, 2025, SRx had 69,555,603 common shares outstanding, and the registered resale shares represent about 7% of its fully diluted share count. The prospectus highlights substantial financing activity, including secured convertible notes, preferred stock with attached warrants, and a $1.0 billion equity line of credit, alongside a going concern warning and a stated need for additional capital. SRx’s operating focus centers on its Halo pet health and wellness brand, while its Canadian affiliate is in CCAA restructuring. The company has also agreed to a proposed all-stock acquisition of EMJ Crypto Technologies Inc. and related assets valued at approximately $55 million, subject to shareholder and regulatory approvals.

SRx Health Solutions, Inc. is registering up to 2,506,893,959 shares of common stock for resale by Keystone Capital Partners under a Common Share Purchase Agreement. These shares are outstanding or issuable to Keystone, which may sell them over time, and SRx will only receive cash when it sells shares to Keystone, not from Keystone’s subsequent resales.

The company also entered into a Share Exchange and Asset Transfer Agreement to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp., and certain artificial-intelligence-based IP assets in an all‑stock transaction valued at approximately $55 million. Closing requires stockholder approval, NYSE American listing of the new shares, effectiveness of a Form S‑4 registration statement, accurate representations by all parties, and other customary conditions, and the deal may be terminated if not completed by June 30, 2026, with certain termination expense reimbursements capped at $300,000 each way.

SRx Health Solutions, Inc. entered into a Share Exchange and Asset Transfer Agreement to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp. and related AI-driven trading intellectual property in an approximately $55 million all-stock transaction.

The IP Asset consists of worldwide intellectual property rights in technology that uses artificial intelligence to predict outcomes from data sets, including an algorithm designed to outperform Bitcoin and Ethereum based on trading volatility, together with associated software, data, know-how and related materials.

Closing is subject to customary conditions, including approval of the transaction by SRx stockholders, SEC effectiveness of a Form S-4 registering the common shares to be issued for resale, and NYSE American approval to list those shares. The agreement includes mutual termination rights through an End Date of June 30, 2026, and if it is terminated due to a party’s breach, the breaching side must reimburse the other parties’ transaction fees and expenses up to $300,000.

SRx Health Solutions, Inc. has filed an amended registration statement covering the resale of up to 2,506,893,959 shares of common stock by Keystone Capital Partners under an equity line of credit structure. These Keystone Purchase Shares are tied to a Common Share Purchase Agreement that, as amended, allows SRx to sell up to $1.0 billion of stock to Keystone, while this prospectus registers Keystone’s potential resales, from which SRx will not receive proceeds.

The registered shares represent approximately 91.9% of SRx’s fully diluted common stock as of the prospectus date, compared with 27,723,906 shares outstanding and 218,636,279 shares on a fully diluted basis. The company warns that full resale could significantly depress the trading price and make raising additional equity more difficult. SRx carries a going concern warning, is highly dependent on external financing, and has recently undertaken multiple financings, a merger with SRx Canada, Canadian restructuring proceedings, PIPE transactions, and a large increase in authorized shares to 5,000,000,000.

SRx Health Solutions Inc. (formerly Better Choice Company) files its annual report describing a transformed business now centered on the Halo premium pet food brand after winding down its legacy specialty pharmacy operations, which are reported as discontinued following bankruptcy. Continuing operations generated about $6.5 million in net sales for the year ended September 30, 2025, mainly through e‑commerce partners like Amazon and Chewy, with smaller contributions from brick‑and‑mortar and international channels. The company has a lean workforce of 10 full‑time and one part‑time employee and relies on a few key co‑manufacturers, with roughly 85% of inventory purchases sourced from three vendors. Management highlights a digital‑first growth strategy and extensive regulatory requirements for pet food, but also discloses a history of significant losses, limited liquidity, and an expectation that additional financing will be needed to fully execute its business plan and potentially reach positive cash flow.