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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): October 27, 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
1.01 Entry into a Material Definitive Agreement.
Private
Placement
Securities
Purchase Agreement
On
October 27, 2025, SRx Health Solutions, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein. Pursuant to the
Securities Purchase Agreement, up to 38,070 shares of the Company’s Series A convertible preferred stock, par value
$0.001 per share (the “Series A Preferred Stock”) and accompanying warrants (“Warrants”) to purchase shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) may be purchased for an aggregate
purchase price of up to $30.46 million in one or more closings (each a “Closing”). On October 31, 2025,
pursuant to the Securities Purchase Agreement, the Company issued and sold, and certain investors purchased, in a private placement
(the “Private Placement”): 19,035 shares of the Series A Preferred Stock and 54,527,811 Warrants to
purchase shares of Common Stock for aggregate proceeds of approximately $15.23 million, paid in cash or through the
cancellation of such investor’s July Note and July Warrant (in each case as defined in the Securities Purchase Agreement) in
lieu of cash. The date of the first closing is referred to as the “First Closing Date.” Each additional closing of the
Private Placement is at the option of the investors upon notice to the Company and subject to satisfaction of customary closing
conditions.
The
Warrants expire on the third anniversary of their initial exercisability date and have an initial exercise price of $0.6109, subject
to adjustment as set forth therein. Following the Stockholder Approval Date (as defined below), the exercise price of the Warrants will
be subject to adjustment upon lower priced securities issuances, or upon certain triggering events which consist of specific types of
default under the terms of the transaction documents. In no event can the conversion and exercise price go below $0.6109, subject to
adjustment for stock splits, stock dividends, stock combinations, recapitalizations and similar events, and as otherwise provided
therein.
Series
A Preferred Stock
The
Company has designated 75,000 shares of the Company’s authorized and unissued preferred stock as Series A Preferred Stock (the
“Series A Shares”) and established the rights, preferences and privileges of the Series A Preferred Stock pursuant to the
Certificate of Designations of Rights and Preferences of the Series A Preferred Stock (the “Certificate of Designations”),
as summarized below:
General.
Each share of Series A Preferred Stock has a stated value of $1,000 per share and, when issued, the Series A Preferred Stock will be
fully paid and non-assessable.
Ranking.
The Series A Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution
and winding up of the Company, ranks senior to all capital stock of the Company unless the Required Holders (as defined in the Certificate
of Designations) consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred
Stock.
Dividends.
The holders of Series A Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as
dividends actually paid on shares of the Company’s Common Stock, when and if actually paid.
Purchase
Rights. If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants,
securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase
Rights”), then each holder of Series A Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock
acquirable upon complete conversion of all the Series A Preferred Stock held by such holder immediately prior to the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights at the Alternate
Conversion Price (as defined below); subject to certain limitations on beneficial ownership.
Conversion
Rights
Conversion
at Option of Holder. Each holder of Series A Preferred Stock may convert all, or any part, of the outstanding Series A Preferred
Stock, at any time at such holder’s option, into shares of the Common Stock (which converted shares of Common Stock are referred
to as “Conversion Shares” herein) at the fixed “Conversion Price” of $0.6109 which is subject to proportional
adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions.
Voluntary
Adjustment Right. Subject to the rules and regulations of the NYSE American, the Company has the right, at any time, with the written
consent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the
board of directors of the Company.
Alternate
Conversion Upon a Triggering Event. Following the occurrence and during the continuance of a Triggering Event (as defined below),
each holder may alternatively elect to convert the Series A Preferred Stock at the “Alternate Conversion Price” equal to
the lesser of: (i) the applicable conversion price, and the greater of (A) the floor price of $0.6109 (the “Floor Price”);
and (B) 90% of the lowest volume weighted average price of the Common Stock during the five consecutive trading days immediately prior
to such conversion.
The
Certificate of Designations contains standard and customary triggering events (each, a “Triggering Event”), including but
not limited to: (i) the suspension from trading or the failure to list the Common Stock within certain time periods; (ii) failure to
declare or pay any dividend when due; (iii) the failure to timely file or make effective a registration statement on Form S-1 or Form
S-3 pursuant to the Registration Rights Agreement (as defined below), (iv) the Company’s failure to cure a conversion failure or
notice of the Company’s intention not to comply with a request for conversion of any Series A Preferred Stock, and (iv) bankruptcy
or insolvency of the Company.
Stockholder
Approval. In connection with the Private Placement, the Company has agreed to seek stockholder approval at a special meeting of stockholders,
increase in the Company’s authorized shares of Common Stock from 200,000,000 to 5,000,000,000 (the date of such approval, the “Stockholder
Approval Date”).
Change
of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange the holder’s
shares of Series A Preferred Stock for consideration equal to the Change of Control Election Price (as defined in the Certificate of
Designations), to be satisfied at the Company’s election in either (x) cash or (y) rights convertible into such securities or other
assets to which such holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been
held by such holder upon consummation of such corporate event.
Company
Optional Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of Series
A Preferred Stock then outstanding at a redemption price equal to 125% of the greater of (i) the Conversion Amount being redeemed as
of the Company optional redemption date and (ii) the product of (1) the conversion rate with respect to the Conversion Amount being redeemed
as of the Company optional redemption date multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during
the period commencing on the date immediately preceding such Company optional redemption notice date and ending on the Trading Day immediately
prior to the date the Company makes the entire payment required to be made.
Fundamental
Transactions. The Certificate of Designations prohibit the Company from entering specified fundamental transactions (including, without
limitation, mergers, business combinations and similar transactions) unless the Company (or the Company’s successor) assumes in
writing all of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as defined
in the Certificate of Designations).
Voting
Rights. The holders of the Series A Preferred Stock shall have no voting power and no right to vote on any matter at any time, either
as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call
a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except
as provided in the Certificate of Designations (or as otherwise required by applicable law).
Covenants.
The Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities.
In particular, the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend
or distribution on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not
incur any indebtedness other than ordinary course trade payables or, subject to certain exceptions, incur any liens. In addition, the
Company will not issue any preferred stock or issue any other securities that would cause a breach or default under the Certificate of
Designations.
Reservation
Requirements. From and after the Stockholder Approval Date, so long as any Series A Preferred Stock remains outstanding, the Company
shall at all times reserve at least 200% of the number of shares of Common Stock as shall from time to time be necessary to effect the
conversion of all Series A Preferred Stock then outstanding.
Registration
Rights Agreement
In
conjunction with the Securities Purchase Agreement, on October 31, 2025 the Company entered a registration rights agreement with
the investors (the “Registration Rights Agreement”), pursuant to which the Company will be required to file a registration
statement with the Securities and Exchange Commission (the “SEC”), to register for resale the Common Stock issuable upon
(x) the conversion of the Series A Preferred Stock and (y) the exercise of the Warrants.
Amendment
to Common Stock Purchase Agreement
As
previously announced, on July 7, 2025, the Company entered into a common stock purchase agreement (the “Purchase Agreement”)
with an accredited investor (the “Investor”), pursuant to which the Investor has committed to purchase, subject to certain
conditions and limitations, up to $50 million of shares of the Company’s Common Stock (the “Total Commitment”).
On
October 28, 2025, the Company and the Investor agreed to amend the Purchase Agreement to increase the Total Commitment from $50 million
to $1 billion. In connection with such amendment, the Company issued to Investor a convertible promissory note in the aggregate principal
amount of $20 million.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 with respect to the issuance of the promissory note pursuant to the amendment to the Securities Purchase
Agreement is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 with respect to the issuance of the shares of Series A Preferred Stock and the Warrants pursuant to
the Securities Purchase Agreement is incorporated herein by reference. All such securities will not be registered under the Securities
Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D
promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration in entering into the
Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part
on representations made by the investors in the Securities Purchase Agreement. The securities may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the
exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
October 31, 2025, the Company accepted the voluntary resignation of each of Lionel F. Conacher and David Allen White from the Company’s
Board of Directors, effective immediately. Neither resignation is the result of any dispute or disagreement with the Company on any matters
relating to the Company’s financial statements, internal controls, operations, policies, or practices.
Following
such resignations, the committees of the Board of Directors are constituted as follows: each of Michael Young, Simon Conway and Joshua
A. Epstein is a member of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee, with Mr. Young
serving as the chairman of the Compensation Committee, Mr. Conway serving as the chairman of the Audit Committee, and Mr. Epstein serving
as the chairman of the Nominating and Governance Committee.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 27, 2025, the Company filed the Certificate of Designations for the purpose of designating and establishing the Company’s
Series A Preferred Stock. The Certificate of Designations was filed pursuant to the Securities Purchase Agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Designations of Rights and Preferences and Limitations of the Series A Convertible Preferred Stock. |
| 4.1 |
|
Form of Warrant. |
| 10.1* |
|
Securities Purchase Agreement dated October 27, 2025 by and among the Company and the investors named therein |
| 10.2* |
|
Form of Registration Rights Agreement. |
| 10.3 |
|
Amendment dated October 28, 2025 to Common Stock Purchase Agreement dated July 7, 2025 by and between the Company and the investor named therein. |
| 104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
| |
* |
Certain
portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. |
SIGNATURES
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.
| Date: |
October 31, 2025 |
SRX HEALTH SOLUTIONS, INC.
|
| |
|
|
|
| |
|
By: |
/s/ Carolina Martinez |
| |
|
Name: |
Carolina Martinez |
| |
|
Title: |
Chief Financial Officer |
