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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
Date
of Report (Date of earliest event reported): January 6, 2026
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.) |
801
US Highway 1
North
Palm Beach, Florida 33408
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 6, 2026, SRx Health Solutions, Inc. (the “Company”), received a notice from the NYSE American (“NYSE”),
that NYSE has accepted the Company’s plan to regain compliance with Sections 1003(a)(i) and (ii) of the NYSE American Company Guide.
As
previously disclosed, NYSE notified the Company on October 14, 2025, that the Company had fallen below the NYSE’s continued listing
standard requiring a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses
from continuing operations and/or net losses in three of its four most recent fiscal years. With the NYSE’s acceptance of the Company’s
plan to regain compliance, the Company’s listing is being continued pursuant to an extension with a targeted completion date of
July 14, 2026 (the “Plan Period”). The Company will provide quarterly updates to the NYSE American during the Plan Period
on its progress with the goals and initiatives outlined in the plan.
In
the notice letter, NYSE American also notified the Company that it was not in compliance with Section 1003(a)(i) of the Company Guide
as it reported stockholders’ equity of ($45.9) million as of June 30, 2025, and had losses from continuing operations and/or net
losses in three out of its four most recent fiscal years ended December 31, 2024. The Company intends to gain compliance with Section
1003(a)(i) during the Plan Period.
On
January 8, 2026, the Company issued a press release announcing the developments disclosed in this report. A copy of the press
release is included as an Exhibit 99.1 to this report.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Management’s projections and expectations are subject to a number of risks and uncertainties
that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,”
“should” or similar words intended to identify information that is not historical in nature. Forward-looking statements contained
herein include, among others, statements concerning management’s expectations about future events and the Company’s operating
plans and performance, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation,
sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s
management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties
that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak
only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect
actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic
or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to
reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business,
please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for
the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
| Exhibits |
|
Description |
| 99.1 |
|
Press
Release, dated January 8, 2026. |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
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 |
January
8, 2026