NYSE warns SRx Health (NYSE: SRXH) over listing-rule violations
Rhea-AI Filing Summary
SRx Health Solutions, Inc. reported receiving a public Warning Letter from NYSE American, indicating it failed to comply with Sections 301 and 713 of the exchange’s Company Guide. The issue stems from issuing approximately 7.5 million common shares upon conversion of Series A preferred stock between December 31, 2025 and January 23, 2026.
NYSE Regulation states the company did not obtain prior listing approval for these additional shares and did not secure sufficient shareholder approval for an issuance exceeding 20% of common stock outstanding. The exchange notes that future failures to meet listing requirements could lead to further action, including potential delisting proceedings. SRx Health says all Series A preferred shares have now been converted or redeemed, with none outstanding.
Positive
- None.
Negative
- NYSE American Warning Letter over rule violations – NYSE Regulation states SRx Health failed to comply with Sections 301 and 713 of the Company Guide for issuing about 7.5 million common shares, and warns that future lapses could trigger further action, including potential delisting proceedings.
Insights
NYSE warning highlights governance and listing-rule risk for SRx Health.
The Warning Letter from NYSE American centers on SRx Health’s issuance of about 7.5 million common shares linked to Series A preferred conversions without prior listing approval or adequate shareholder authorization under Sections 301 and 713 of the Company Guide.
This points to weaknesses in listing-rule compliance and corporate approvals rather than operating performance. NYSE Regulation explicitly notes that additional failures to meet requirements could lead to further action, including potential delisting proceedings, which introduces uncertainty around the company’s continued exchange listing status.
SRx Health indicates that all Series A preferred shares have been converted or redeemed as of the disclosure date, removing that specific instrument from its capital structure. However, the longer-term impact will depend on the company’s adherence to NYSE American requirements in future equity transactions and related shareholder approvals.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code):
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 | ||
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 February 18, 2026, SRx Health Solutions, Inc. (the “Company”) received a public warning letter (the “Letter”) from the NYSE Regulation Staff of the New York Stock Exchange (the “Exchange”) notifying the Company that it failed to comply with Sections 301 and 713 of the NYSE American LLC Company Guide (the “Company Guide”).
The Letter relates to the issuance of approximately 7.5 million shares (the “Subject Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), between December 31, 2025 and January 23, 2026, upon conversion of certain shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”). The Preferred Shares were issued pursuant to a Securities Purchase Agreement, dated October 27, 2025, by and among the Company and certain investors (the “Agreement”). The Agreement and the Preferred Shares are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025. Specifically, the Letter states that the Company failed to file an application to obtain the Exchange’s listing approval for the issuance of additional shares of the Common Stock as required under Section 301 of the Company Guide and failed to obtain stockholder approval of an issuance that exceeded 20% of the Common Stock outstanding, as required under Section 713 of the Company Guide.
The Company filed an application to obtain the Exchange’s listing approval for the issuance of the Common Stock issuable upon conversion of the Preferred Shares on December 12, 2025. At the time of such filing, the conditions precedent to the conversion of the Preferred Shares under the Agreement had not been met and no shares of Common Stock had been issued in connection therewith.
The Company obtained stockholder approval of the issuance of the Preferred Shares, and the issuance of the Common Stock upon the conversion thereof, including the potential for such issuance to exceed 20% of the Common Stock then-outstanding, by written consent of the stockholders on October 8, 2025. Such stockholder actions taken by written consent are described in the Company’s Definitive Schedule 14C filed with the SEC on October 20, 2025. The Exchange has advised the Company that such stockholder approval was deficient under the Exchange’s unpublished internal guidance on generic proxy proposals, which led to the violation of Section 713 of the Company Guide as set forth in the Letter.
As of the date of this Current Report, all of the Preferred Shares have either been converted into Common Stock or redeemed by the Company, and no Preferred Shares are outstanding. Such redemption of Preferred Shares is described in the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2026.
A press release announcing the Company’s receipt of the Warning Letter was published on February 20, 2026 and is attached to this report as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibits | Description | |
99.1 |
Warning Letter, dated February 18, 2026. | |
| 99.2 | Press Release, dated February 20, 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 | |
February 20, 2026
Exhibit 99.1
| Tony Frouge | |
| Chief Regulatory Officer | |
| New York Stock Exchange | |
11 Wall Street New York, NY 10005 | |
| T + 1 212 656 2133 | |
| tony.frouge@nyse.com |
February 18, 2026
Mr. Kent Cunningham
Chief Executive Officer
SRX Health Solutions, Inc.
801 US Highway 1
North Palm Beach, Florida 33408
Dear Mr. Cunningham:
NYSE Regulation is issuing this public Warning Letter to SRX Health Solutions, Inc. (the “Company”) as provided for in Section 1009(a) of the NYSE American LLC (the “Exchange”) Company Guide (the “Company Guide”). The Warning Letter is being issued in connection with the Company’s failure to comply with Sections 301 and 713 of the Company Guide as described below.
Section 301 of the Company Guide states that a listed company is not permitted to issue, or to authorize its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the Exchange that the securities have been approved for listing.
Section 713 of the Company Guide requires shareholder approval when additional shares to be issued in connection with a transaction involve the sale, issuance, or potential issuance of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock.
The Company issued approximately 7.5 million common shares since October 2025 in connection with the conversion of certain convertible series A preferred shares. Notwithstanding the requirements outlined above, the Company (i) failed to file an application to obtain Exchange approval for the issuance of these securities and (ii) also did not obtain shareholder approval for the issuance that equaled 20% or more of the Company’s common stock outstanding. Therefore, the Company violated both Sections 301 and 713 of the Company Guide.
Further, pursuant to Company Guide Sections 401(j) and 1009(j), the Company is required to (i) file a Form 8-K disclosing its receipt of this public Warning Letter no later than four business days after its receipt and (ii) also disclose its receipt in a press release, with both indicating that the Company has failed to satisfy one or more continued listing requirements.
NYSE Regulation notes that any prospective failure to comply with the aforementioned rules, or any other NYSE American listing requirement, has the potential to result in further action, including the commencement of delisting proceedings.
Regards,
Tony Frouge
Chief Regulatory Officer – NYSE
| cc: | William P. Hubbard, Meister Seelig & Fein PLLC |
| Tanya Hoos, NYSE Regulation |
New York Stock Exchange
nyse.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
SRx Health Solutions Announces Receipt of Warning Letter from NYSE American
NORTH PALM BEACH, FL — February 20, 2026 — SRx Health Solutions, Inc. (NYSE American: SRXH) (the “Company”) today announced that on February 18, 2026, it received a public warning letter (the “Letter”) from the NYSE Regulation Staff of the New York Stock Exchange (the “Exchange”) notifying the Company that it failed to comply with Sections 301 and 713 of the NYSE American LLC Company Guide (the “Company Guide”).
The Letter relates to the issuance of approximately 7.5 million shares (the “Subject Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), between December 31, 2025 and January 23, 2026, upon conversion of certain shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”). The Preferred Shares were issued pursuant to a Securities Purchase Agreement, dated October 27, 2025, by and among the Company and certain investors (the “Agreement”). The Agreement and the Preferred Shares are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025. Specifically, the Letter states that the Company failed to file an application to obtain the Exchange’s listing approval for the issuance of additional shares of the Common Stock as required under Section 301 of the Company Guide and failed to obtain stockholder approval of an issuance that exceeded 20% of the Common Stock outstanding, as required under Section 713 of the Company Guide.
The Company filed an application to obtain the Exchange’s listing approval for the issuance of the Common Stock issuable upon conversion of the Preferred Shares on December 12, 2025. At the time of such filing, the conditions precedent to the conversion of the Preferred Shares under the Agreement had not been met and no shares of Common Stock had been issued in connection therewith.
The Company obtained stockholder approval of the issuance of the Preferred Shares, and the issuance of the Common Stock upon the conversion thereof, including the potential for such issuance to exceed 20% of the Common Stock then-outstanding, by written consent of the stockholders on October 8, 2025. Such stockholder actions taken by written consent are described in the Company’s Definitive Schedule 14C filed with the SEC on October 20, 2025. The Exchange has advised the Company that such stockholder approval was deficient under the Exchange’s unpublished internal guidance on generic proxy proposals, which led to the violations set forth in the Letter.
As of the date of this Current Report, all of the Preferred Shares have been either converted into Common Stock or redeemed by the Company, and no Preferred Shares are outstanding. Such redemption of Preferred Shares is described in the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2026.
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 proposed transaction, 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 Health Solutions, Inc.
Kent Cunningham, Chief Executive Officer
Investor Relations Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
212-896-1254
valter@kcsa.com
FAQ
What did SRx Health Solutions (SRXH) disclose in this 8-K filing?
Why did NYSE American issue a Warning Letter to SRx Health (SRXH)?
How many SRx Health shares are involved in the NYSE Warning Letter?
What are the potential consequences of the NYSE Warning Letter for SRx Health?
How did SRx Health handle the Series A Convertible Preferred Stock mentioned?
Did SRx Health obtain any shareholder approval related to the 7.5 million share issuance?
Filing Exhibits & Attachments
8 documents