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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): June 23, 2026
SRX
Global, Inc.
(Exact
name of Registrant as Specified in its Charter)
| Delaware |
|
001-40477 |
|
83-4284557 |
| (State
or other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
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
March 23, 2026, the Company was informed by the NYSE American LLC (the “NYSE American”) via telephone that the Company is
not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide, notifying
the Company that its stock has been selling for a low price per share for a substantial period of time and closed below $0.10 on June
23, 2026. Further, the NYSE American informed the Company that it had halted trading of the Company’s common stock and that such
halt in trading would continue until the Company effectuated the Reverse Split.
The
Company intends to seek to regain compliance with the NYSE American’s continued listing standards by undertaking this Reverse Split
as a measure that is considered necessary and in the best interests of the Company and its stockholders.
This
report contains forward-looking statements, including, but not limited to, the Company’s ability to maintain its listing on NYSE
American and the effect of the Reverse Split on the Company’s stock price. Such statements are subject to risks and uncertainties,
and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes
no obligation to update any forward-looking statement in this report, except as required by law.
Item
5.07 Submission of Matters to Vote of Security Holders.
On
June 24, 2026, SRx Global, Inc. (the “Company”) announced that it will proceed with a 1-for-60 reverse stock split (the “Reverse
Split”) of its issued and outstanding shares of common stock, par value $0.001, following authorization by its Board of Directors
and majority shareholders to effect a reverse stock split by a ratio of not less than 15-to-1 and not more than 1-for-85 (the “Reverse
Split Range”), at any time on or before December 31, 2026, with the Board having the discretion as to whether or not the Reverse
Split is to be effected, and the exact ratio to be set at a whole number within the Reverse Split Range.
The
Reverse Split will be effective, and trading on a post-split basis will begin at the market open, on July 6, 2026. There will be no
change to the par value of the Company’s common stock. The Reverse Split will affect all stockholders uniformly and will not
affect any stockholder’s ownership percentage of the Company’s shares with the exception of those holders of fractional
shares. No fractional shares will be issued in connection with the Reverse Split. The Company will issue one whole share of common
stock to any stockholder who would have been entitled to receive a fractional share of common stock due to the Reverse Split. Each
holder of common stock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that
stockholder did immediately before the Reverse Split, except for adjustments due to the additional net share fraction that will need
to be issued as a result of the treatment of fractional shares.
The
Company’s transfer agent, Equity Stock Transfer LLC, is acting as the exchange agent for the Reverse Split and will send instructions
to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they
wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action
to effect the exchange of their shares.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibits |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated June 24, 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 Global, Inc. |
| |
|
|
| |
By: |
/s/ Carolina
Martinez |
| |
Name: |
Carolina
Martinez |
| |
Title: |
Chief Financial
Officer |
| |
|
|
| June 24,
2026 |
|
|
Exhibit
99.1

SRX
Global Announces Share Consolidation
NORTH
PALM BEACH, FL — June 24, 2026 — SRX Global, Inc. (NYSE American: SRXH) (the “Company”, or “SRX”),
an AI-enabled platform dedicated to generating returns across high-conviction operating companies and assets, today announced that its
Board of Directors has approved a consolidation of the Company’s issued and outstanding common stock on a 60-to-1 basis (the “Share
Consolidation”), to be effective July 6, 2026 (the “Effective Date”).
On
the Effective Date, every 60 shares of issued and outstanding common stock will be automatically combined into one share of common stock.
The Company’s common stock will continue to trade on the NYSE American under the existing symbol “SRXH” and will begin
trading on a consolidated basis under a new CUSIP number at market open on the Effective Date. No fractional shares will be issued in
connection with the Share Consolidation; any shareholder who would otherwise be entitled to a fractional share will receive one whole
share in lieu thereof.
About
SRX Global Inc.
SRX
Global is an AI-driven platform focused on generating long-term shareholder value through investments in high-conviction operating companies,
strategic assets, and technology-enabled opportunities. The Company leverages proprietary technology, data analytics, and disciplined
capital allocation to identify and manage investments across multiple sectors.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such
as “believe,” “expect,” “intend,” “aim,” “plan,” “may,” “could,”
“target,” and similar expressions are intended to identify forward-looking statements. These statements are based on current
expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those
expressed or implied. These risks include, but are not limited to, the ability to complete the Share Consolidation, shareholder approvals,
market conditions, regulatory considerations, and other risks described in the Company’s filings with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them, except
as required by law.
Company
Contact
SRX
Global
Kent
Cunningham, Chief Executive Officer
Investor
Relations Contact
KCSA
Strategic Communications
Valter
Pinto, Managing Director
212-896-1254
srx@kcsa.com