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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 9, 2025
SRx
Health Solutions, 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.) |
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
October 8, 2025, stockholders of SRx Health Solutions, Inc. (the “Company”) holding a majority of the voting power
of the Company entitled to vote (the “Consenting Stockholders”) as of the record date of October 7, 2025 (the “Record
Date”) approved the following matters by way of a written consent resolution:
● The
issuance, under the Common Share Purchase Agreement by and between the Company and an investor (the “ELOC Purchase Agreement”),
of more than that number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock) (or securities
convertible into or exercisable for Common Sock, including without limitation notes or warrants) which equals 19.99% of the Common Stock
then outstanding.
● The
issuance, under the Securities Purchase Agreement between the Company and the investors party thereto dated July 7, 2025, of more than
that number of shares of Common Stock (or securities convertible into or exercisable for Common Stock, including without limitation notes
or warrants) which equals 19.99% of the Common Stock then outstanding.
● A
proposed future offering of the Company’s securities to accredited investors in a private transaction, in which the Company may
issue more than that number of shares of Common Stock (or securities convertible into or exercisable for Common Stock, including without
limitation notes or warrants) which equals 19.99% of the Common Stock then outstanding.
● The
amendment of the Company’s Certificate of Incorporation in order to increase the number of shares of Common Stock that the Company
is authorized to issue from 200,000,000 to 5,000,000,000.
● The
amendment of Section 7 of the Company’s Bylaws to reduce the quorum required for a meeting or vote of the Company’s stockholders
from a majority of the outstanding shares of Common Stock to one third of the outstanding shares of Common Stock.
● Authorization
of an additional reverse stock split (the “Additional Reverse Split”) of the Common Stock, to occur subsequent to
the reverse stock split which was previously approved by the Stockholders on July 23, 2025 (the “Original Reverse Split”),
which Additional Reverse Split would be effectuated at a ratio in the range of 15-to-1 and 85-to-1 (the “Additional Split Range”),
with the timing (to occur subsequent to the Original Reverse Split but not later than March 31, 2026) and the actual ratio at which the
Additional Reverse Split shall be effectuated to be determined by the Board in its discretion following the approval of the Additional
Reverse Split by the Stockholders
On
the date of the written consent, which is the Record Date and the date the Company received a copy of the written consent of the Consenting
Stockholders, there were issued and outstanding shares of the Company’s capital stock representing 25,491,843 votes on an as converted
basis. The Consenting Stockholders from whom we obtained the written consent in lieu of a meeting held in the aggregate 13,052,560 shares
of voting capital stock (on an as converted basis) representing 51.20% of the outstanding voting power of the Company’s stockholders.
As the Reverse Stock Split was approved by written consent, there were no votes against, abstaining or broker non-votes in relation to
these matters.
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 |
October
9, 2025
