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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 16, 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.) |
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
1.01. Entry into a Material Definitive Agreement.
On
December 16, 2025, SRx Health Solutions, Inc. (the “Company”) entered into a Share Exchange and Asset Transfer Agreement
(the “Transfer Agreement”), as unanimously approved by the Board, by and among the Company, EMJ Crypto Technologies Inc.,
a corporation organized under the laws of Ontario, Canada (“EMJC”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”),
and the transferors named therein (the “Transferors”).
Upon
the terms and subject to the conditions set forth in the Transfer Agreement, the Company shall acquire EMJC and DelawareCo and acquire
from certain Transferors all of their rights in and to the IP Asset (defined below), in an all-stock transaction, for an aggregate
purchase price of approximately $55 million (the “Transaction”).
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.
The
completion of the Transaction is subject to customary closing conditions, including (i) approval of the Transaction by the Company’s
stockholders, (ii) filing and mailing of a definitive information statement filed with the Securities and Exchange Commission (the “SEC”),
(iii) the shares of the Company’s comm stock to be issued pursuant to the Transfer Agreement having been approved for listing on
the NYSE American, (iv) the Company shall file with the SEC a registration statement on Form S-4 (the “Registration Statement”),
in connection with the registration under the Securities Act of 1933, as amended (“Securities Act”) of the Company’s
common shares to be issued in the Transaction for resale by such holders, (v) subject to specified materiality standards, the accuracy
of the representations and warranties of the other parties; and (vi) the performance by the other parties in all material respects with
all obligations required to be performed under the Transfer Agreement at or prior to the date (the “Closing Date”) of the
closing of the transactions contemplated by the Transfer Agreement (the “Closing”). The Transfer Agreement may be terminated
under certain circumstances, including by mutual consent, failure to obtain required approvals, or a material breach by either party.
The
Transfer Agreement contains customary representations and warranties of the parties thereto (the “Transaction Parties”).
The Transfer Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct
of the Company’s business between the date of the signing of the Transfer Agreement and the Closing and (ii) the efforts of the
parties to cause the Transaction to be completed, including obtaining all approvals, consents, registrations, authorizations
and other confirmations from any third party necessary, proper or advisable to consummate the transactions contemplated by the Transfer
Agreement.
The
Transfer Agreement may be terminated prior to the Closing by: (a) by mutual written consent of each of the Transaction Parties; (b) by
any Transaction Party, after the June 30, 2026 (the “End Date”), if the Transaction has not been consummated (subject to
certain conditions); (c) by any Transaction Party if a governmental body has issued a non-appealable final order, decree or ruling or
taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transfer; (d)
by the other Transaction Parties upon the Company’s breach of the Transfer Agreement which is not timely cured; (e) by upon the
Company any other Transaction Party’s breach of the Transfer Agreement which is not timely cured; (f) by the Company, if there
will have occurred any EMJC Material Adverse Effect or DelawareCo Material Adverse Effect (as each such term is defined in the Transfer
Agreement) (subject to certain conditions); or (g by the Transferor Parties, if there will have occurred any SRXH Material Adverse Effect
(as such term is defined in the Transfer Agreement) (subject to certain conditions).
If
the Transfer Agreement is terminated due to the Company’s breach thereof, the Company is required to pay to the other Transaction
Parties an amount equal to all fees and expenses incurred by them in connection with the Transaction, not to exceed $300,000.00. If the
Transfer Agreement is terminated due to the breach thereof by another Transferor Party, the Transferor Parties are required to pay to
the Company an amount equal to all fees and expenses incurred by the Company in connection with the Transaction, not to exceed $300,000.00.
A
copy of the Transfer Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The foregoing summary of the
Transfer Agreement does not purport to be complete, has been included to provide investors and security holders with information regarding
the terms of the Transfer Agreement and is qualified in its entirety by reference to the full text and the terms and conditions of the
Transfer Agreement. It is not intended to provide any other factual information about the Company, EMJC, DelawareCo, the Transferors,
or their respective subsidiaries and affiliates. The Transfer Agreement contains representations and warranties by each of the parties
to the Transfer Agreement, which were made only for purposes of the Transfer Agreement and as of specified dates. The representations,
warranties and covenants in the Transfer Agreement were made solely for the benefit of the parties to the Transfer Agreement; may be
subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Transfer Agreement instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company, EMJC, DelawareCo, the Transferors, or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transfer
Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item
7.01 Regulation FD Disclosure.
On
December 16, 2025, the Company issued a press release announcing the entry into the Transfer Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In
addition, on December 16, 2025, the Company posted an investor presentation to its website at www.srxhealth.com related to the
Transaction. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
The
information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, will not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
|
† 2.1 |
|
Share Exchange and Transfer Agreement dated December 16, 2025. |
| 99.1 |
|
Press Release dated December 16, 2025. |
| 99.2 |
|
Investor Presentation |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
| † |
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
Additional
Information and Where to Find It
In
connection with the Transaction, the Company intends to file with the SEC an information statement, in preliminary and definitive form
(the “Information Statement”), and the Company will file other documents regarding the Transaction with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT
DOCUMENTS FILED BY THE COMPANY WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, EMJC, DELAWARECO, THE
TRANSFERORS, THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
A
definitive information statement will be mailed to shareholders of the Company. Investors will be able to obtain free copies of statement,
as may be amended from time to time, and other relevant documents filed by the Company with the SEC (when they become available) through
the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company, including the information statement
(when available), will be available free of charge from the Company’s website at www.srxhealth.com.
Forward-Looking
Statements
This
current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements
include, but are not limited to, statements relating to our ability to raise sufficient capital to finance our planned operations, market
acceptance of our technology and product offerings, our ability to attract and retain key personnel, our ability to protect our intellectual
property, and estimates of our current cash position and future needs. In some cases, you can identify forward-looking statements by
terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,”
“plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.
These
forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other
factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from
any future results, levels of activity or performance expressed or implied by these forward-looking statements.
We
cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements,
which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking
statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events
or circumstances or to reflect the occurrence of unanticipated events.
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
16, 2025 |
|
|
