SRx Health (NYSE: SRXH) backs EMJ crypto-AI acquisition and major share issuance

Rhea-AI Filing Summary

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.

Positive

• Stockholders approved a strategic transaction to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp., and AI trading intellectual property, along with a planned rebranding to EMJX, Inc. and ticker EMJX, signaling a significant new business direction.

Negative

• Stockholders authorized issuing common stock equal to 20% or more of currently outstanding shares, potentially at below-market value, which could lead to substantial dilution if fully utilized.

Insights

Equity capital markets and governance analyst

SRx lines up a large resale facility and approves a transformative crypto-AI deal with major share issuance capacity.

The company registered up to 2,506,893,959 common shares for resale by Keystone Capital Partners tied to a common share purchase agreement. This structure allows SRx to sell shares to Keystone over time, with SRx receiving cash only when it issues shares under the agreement, while Keystone’s subsequent resales are covered by the registration. Such equity line arrangements can provide flexible access to capital but depend on market conditions and how actively the facility is used.

On the governance side, stockholders representing 27,723,906 votes on an as-converted basis as of the December 12, 2025 record date approved several written-consent proposals. These include authority to issue a number of shares that may equal 20% or more of existing common stock, potentially at below-market value, in connection with acquiring EMJ Crypto Technologies Inc., CCC Crypto Corp., and related AI trading intellectual property, along with appointing Eric M. Jackson, PhD as CEO and board chair. They also backed a larger 2019 Incentive Award Plan pool, elected four directors through the 2026 annual meeting, and ratified Davidson and Company LLP as 2025 auditor. The actual impact will depend on whether and how the transaction closes and how extensively the company uses the Keystone purchase agreement.

PROSPECTUS SUPPLEMENT To Prospectus Dated December 15, 2025 Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933 in connection with Registration Statement No. 333-291262

SRx HEALTH SOLUTIONS, INC.

Up to 2,506,893,959 Shares of Common Stock

Offered by the Selling Stockholder

This prospectus supplement updates and supplements the information contained in the prospectus dated December 15, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-291262), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 23, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale, from time to time, which may be offered by Keystone Capital Partners, LLC (“Keystone”, “Keystone Capital Partners” or the “Selling Stockholder”), or their pledgees, donees, transferees, or other successors in interest, of up to 2,506,893,959 shares of common stock, par value $0.0001 per share (the “Common Stock”), of SRx Health Solutions, Inc., a Delaware corporation (“we,” “our,” the “Company”). The shares of Common Stock being offered by the Selling Stockholder are outstanding or issuable pursuant to the Common Share Purchase Agreement dated July 7, 2025 by and among the Company and the Selling Stockholder, as amended on October 28, 2025 (the “ELOC Purchase Agreement”). See “The Keystone Capital Transaction” for a description of the Purchase Agreement. We may elect, in our sole discretion, to issue and sell such 2,506,893,959 shares of Common Stock (the “Keystone Purchase Shares”) to Keystone, from time to time from and after the Keystone Commencement Date (as defined below) under the ELOC Purchase Agreement. Please refer to “Selling Stockholder” beginning on page 70. Such registration does not mean that Keystone will actually offer or sell any of these shares of Common Stock. We will not receive any proceeds from the sales of the above shares of Common Stock by the Selling Stockholder; however, we will receive proceeds under the Purchase Agreement if we sell shares of Common Stock to the Selling Stockholder.

You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Common Stock is listed on the NYSE American under the symbol “SRXH”. On December 26, 2025, the closing price of our Common Stock was $0.2810 per share.

We are a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements for so long as we remain a smaller reporting company.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 8 of this prospectus and any other risk factors contained in any applicable prospectus supplement and in the documents incorporated by reference herein and therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is December 29, 2025.

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

Date of Report (Date of earliest event reported): December 17, 2025

SRx Health Solutions, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-40477		83-4284557
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12400 Race Track Road

Tampa, Florida 33626

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (212) 896-1254

N/A

(Former name or former address, if changed since last report.)

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 Stock, $0.001 par value share		SRXH		NYSE American

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 ☐

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 December 17, 2025, stockholders of SRx Health Solutions, Inc. (the “Company”) having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon, pursuant to Section 216 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 7 of the Company’s Amended and Restated Bylaws, adopted October 8, 2025 (the “Bylaws”), as of the record date of December 12, 2025 (the “Record Date”), approved the following matters (the “Proposals”) by way of a written consent resolution:

● The change of the legal name of the Company from “SRx Health Solutions, Inc.” to “EMJX, Inc.” and of the NYSE ticker symbol from “SRXH” to “EMJX”, in each case conditioned upon the closing of the Transaction (defined below);

● The issuance of a number of shares of Common Stock, which may equal 20% or more of the Company’s issued and outstanding common stock and may be issued at lower than market value, in connection with a proposed transaction (the “Transaction”) with EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”), and certain other transferors, pursuant to which the Company will acquire EMJC, DelawareCo, and 100% of the intellectual property rights associated with the IP Asset (defined below), in accordance with the requirements of the NYSE American, and in connection with the Transaction, the appointment of Eric M. Jackson, PhD as the Company’s Chief Executive Officer and the Chairman of Board, pursuant to an Employment Agreement consistent with certain agreed upon terms. The “IP Asset” means all intellectual property rights, whether or not registerable, in any jurisdiction in the world, including without limitation copyrights, patent rights, trademark rights, trade secrets, and software, in connection with certain technology developed by or on behalf of EMJC, DelawareCo and the Transferors that uses artificial intelligence to predict outcomes from data sets (including an algorithm which is designed to outperform Bitcoin and Ethereum based on trading volatility), including all know-how, trade secrets, coding (source code and object code), designs, data, algorithms, formulae, specifications, processes, procedures, methods, techniques, ideas, software, tools, inventions, apparatus, creations, works of authorship (whether or not copyrighted) and other similar materials, and all reports, analyses, results and records relating to any of the foregoing, in each case in any form or embodied in any media, and whether or not registrable;

● An increase in the number of securities subject to the Company’s 2019 Incentive Award Plan to 10% of the Shares outstanding (on an as-converted basis) at the time of determination (but not lower than 3,432,915);

● To elect Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf to the Company’s Board of Directors, to serve for a term expiring at the 2026 annual meeting of shareholders and until his or her successor shall have been elected and qualified or until earlier resignation, removal from office or death;

● The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and

● The ratification of the appointment of Davidson and Company LLP as the Company’s independent registered public accountant for 2025.

Under Sections 216 and 228 of the DGCL, and Sections 7 and 10 of the Bylaws, the affirmative vote of the holders of one third of the Company’s outstanding voting capital stock was required to approve each of the Proposals. On the Record Date, there were issued and outstanding shares of the Company’s capital stock representing 27,723,906 votes on an as converted basis. The stockholders from whom the Company obtained the written consent in lieu of a meeting held in the aggregate 12,591,645 shares of voting capital stock (on an as converted basis) representing 45.42% of the outstanding voting power of the Company’s stockholders. As each of the Proposals was approved by written consent, there were no votes against, abstaining or broker non-votes in relation to these matters.

SIGNATURE

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.

	SRx Health Solutions, Inc.
	By:	/s/ Carolina Martinez
	Name:	Carolina Martinez
	Title:	Chief Financial Officer

December 23, 2025

FAQ

How many SRx Health Solutions (SRXH) shares are covered by the Keystone resale registration?

The prospectus supplement covers the resale of up to 2,506,893,959 shares of SRx Health Solutions, Inc. common stock. These shares are outstanding or issuable under a Common Share Purchase Agreement with Keystone Capital Partners, LLC, and may be sold from time to time by Keystone and its permitted transferees.

Does SRx Health Solutions (SRXH) receive cash from the resale of these registered shares?

SRx Health Solutions, Inc. will not receive proceeds from sales of the registered shares by Keystone Capital Partners. The company only receives proceeds under the Common Share Purchase Agreement when it elects to issue and sell shares of common stock to Keystone.

What major transaction did SRx Health Solutions (SRXH) stockholders approve by written consent?

Stockholders approved a proposed transaction under which the company will acquire EMJ Crypto Technologies Inc., CCC Crypto Corp., and 100% of specified artificial intelligence trading intellectual property rights. This transaction also ties to appointing Eric M. Jackson, PhD as Chief Executive Officer and Chairman of the Board under an agreed employment arrangement.

What name and ticker symbol changes were approved for SRx Health Solutions (SRXH)?

Stockholders approved changing the company’s legal name from "SRx Health Solutions, Inc." to "EMJX, Inc." and changing the NYSE American ticker symbol from "SRXH" to "EMJX". Both changes are conditioned upon the closing of the proposed transaction involving EMJ Crypto Technologies Inc. and CCC Crypto Corp.

How much potential share issuance did SRx Health Solutions (SRXH) stockholders authorize for the proposed transaction?

Stockholders approved the issuance of a number of shares of common stock that may equal 20% or more of the company’s issued and outstanding common stock and may be issued at lower than market value, in connection with the proposed transaction involving EMJ Crypto Technologies Inc., CCC Crypto Corp., and related intellectual property.

What changes were made to SRx Health Solutions’ (SRXH) equity incentive plan and board composition?

Stockholders approved increasing the number of securities subject to the 2019 Incentive Award Plan to 10% of shares outstanding on an as-converted basis at the time of determination, but not lower than 3,432,915. They also elected Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf to the Board of Directors, each to serve through the 2026 annual meeting and until a successor is elected and qualified or earlier departure.

What level of stockholder support did SRx Health Solutions (SRXH) receive for these proposals?

On the December 12, 2025 record date, the company had capital stock representing 27,723,906 votes on an as-converted basis. Written consents were obtained from holders of 12,591,645 shares of voting capital stock, representing 45.42% of the outstanding voting power, which satisfied the required threshold for approval under Delaware law and the company’s bylaws.