SRx Health Solutions (NYSE: SRXH) investors approve EMJ crypto AI deal, name change and dilution-ready share issuance

Rhea-AI Filing Summary

SRx Health Solutions, Inc. reported that stockholders holding 12,591,645 votes, or 45.42% of outstanding voting power on an as-converted basis as of the December 12, 2025 record date, approved several actions by written consent. This exceeded the one-third threshold required under Delaware law and the company’s bylaws, so no meeting was held.

Stockholders approved changing the company’s name to EMJX, Inc. and its NYSE American ticker from SRXH to EMJX, conditioned on closing a proposed transaction with EMJ Crypto Technologies Inc., CCC Crypto Corp., and other transferors. They also approved issuing shares of common stock that may equal 20% or more of current outstanding common stock, potentially at below-market value, to acquire those entities and associated artificial intelligence-driven crypto trading intellectual property, and to appoint Eric M. Jackson, PhD as CEO and board chair in connection with the transaction.

Additional approvals included increasing the 2019 Incentive Award Plan pool to 10% of shares outstanding, but not less than 3,432,915 shares, electing four directors to terms running to the 2026 annual meeting, a non-binding advisory vote on executive compensation, and ratifying Davidson and Company LLP as auditor for 2025. Before closing the transaction or implementing these actions, the company will file and mail a Schedule 14C information statement.

Insights

Corporate actions and governance analyst

Stockholders approved a major strategic transaction, share issuance, and leadership changes via written consent.

Stockholders representing 12,591,645 votes, or 45.42% of outstanding voting power on an as-converted basis as of the December 12, 2025 record date, approved multiple proposals by written consent. This exceeded the one-third approval requirement under Delaware law and the company’s bylaws, allowing these decisions without holding a physical or virtual meeting.

A key proposal authorizes issuing common stock that may equal 20% or more of existing outstanding common stock, and potentially at less than market value, in connection with acquiring EMJ Crypto Technologies Inc., CCC Crypto Corp., and related artificial intelligence-based crypto trading intellectual property. This introduces the possibility of significant equity dilution and a strategic pivot toward crypto and AI-related technology, but the actual impact will depend on final transaction terms and execution.

The approvals also cover a conditional name and ticker change to EMJX, appointment of Eric M. Jackson, PhD as CEO and board chair in connection with the transaction, expansion of the 2019 Incentive Award Plan to 10% of outstanding shares (with a minimum of 3,432,915 shares), election of four directors to serve until the 2026 annual meeting, an advisory say-on-pay vote, and auditor ratification for 2025. Implementation is expected to follow the filing and mailing of a Schedule 14C information statement, as referenced, which will provide further detail to stockholders.

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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): 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.

Prior to consummating the Transaction or taking any of the other actions authorized by the stockholders as described above, the Company will file an information statement (the “Information Statement”) with the Securities and Exchange Commission on Schedule 14C and promptly mail the same to all its stockholders upon clearance by the SEC or expiration of any applicable review or waiting period.

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

What did SRx Health Solutions, Inc. (SRXH) stockholders approve by written consent?

Stockholders holding 12,591,645 votes, or 45.42% of outstanding voting power on an as-converted basis as of December 12, 2025, approved several proposals by written consent, including a conditional name and ticker change, a significant share issuance for a proposed transaction, changes to the equity incentive plan, the election of four directors, an advisory vote on executive compensation, and ratification of the 2025 auditor.

What is the proposed name and ticker change for SRx Health Solutions, Inc. (SRXH)?

Stockholders approved changing the company’s legal name from SRx Health Solutions, Inc. to EMJX, Inc. and its NYSE American ticker symbol from SRXH to EMJX, in each case conditioned upon the closing of the proposed transaction with EMJ Crypto Technologies Inc., CCC Crypto Corp., and certain other transferors.

How large is the share issuance authorized in connection with the EMJ Crypto Technologies 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 that may be issued at lower than market value, in connection with the proposed transaction to acquire EMJ Crypto Technologies Inc., CCC Crypto Corp., and related artificial intelligence-based crypto trading intellectual property.

What changes were made to SRx Health Solutions’ 2019 Incentive Award Plan?

The approvals include increasing the number of securities subject to the 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 shares.

Who was elected to the SRx Health Solutions, Inc. board and for how long?

Stockholders elected Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf to the board of directors, each to serve for a term expiring at the company’s 2026 annual meeting of shareholders and until a successor is elected and qualified or earlier resignation, removal, or death.

What leadership and auditor decisions were approved for SRx Health Solutions, Inc.?

In connection with the proposed transaction, stockholders approved the appointment of Eric M. Jackson, PhD as the company’s Chief Executive Officer and Chairman of the Board under an employment agreement with agreed terms, and they ratified Davidson and Company LLP as the company’s independent registered public accountant for 2025.

What are the next steps before SRx Health Solutions, Inc. can complete the transaction and related actions?

Before consummating the proposed transaction or implementing the approved actions, the company will file an information statement on Schedule 14C with the SEC and promptly mail it to all stockholders after SEC clearance or expiration of any applicable review or waiting period.