[8-K] SRx Health Solutions, Inc. Reports Material Event

Rhea-AI Filing Summary

SRx Health Solutions, Inc. reported that its stockholders approved, and the company filed, an amendment to its Certificate of Incorporation to significantly increase its authorized common stock. The number of authorized shares of common stock, par value $0.001 per share, was raised from 200,000,000 shares to 5,000,000,000 shares, while the authorized preferred stock remains at 4,000,000 shares. Stockholders approved the amendment on October 8, 2025, following a recommendation from the Board of Directors, and the change became effective upon filing with the Delaware Secretary of State on November 19, 2025. This change expands the company’s capacity to issue additional common shares in the future for potential financing, acquisitions, or other corporate purposes.

Insights

Equity & Capital Structure Analyst

SRx Health vastly expanded its authorized common shares, increasing future issuance capacity.

SRx Health Solutions, Inc. amended its charter to increase authorized common stock from 200,000,000 shares to 5,000,000,000 shares, with preferred stock authorization unchanged at 4,000,000 shares. The amendment was recommended by the Board, approved by stockholders on October 8, 2025, and became effective upon filing on November 19, 2025.

This action does not itself issue new shares but provides substantial headroom for future equity-related actions such as capital raises, acquisitions paid in stock, or equity-based incentives, if the company chooses to use them. The actual impact on existing holders will depend on how many of these newly authorized shares are ultimately issued and on what terms.

Investors can look to future company disclosures for details on any specific offerings, financing transactions, or other corporate actions that make use of the expanded authorization, as this amendment mainly establishes legal capacity rather than executing a transaction.

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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): November 19, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 19, 2025, SRx Health Solutions, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The amendment was approved by the Company’s stockholders on October 8, 2025 upon the recommendation of the Board of Directors.

The amendment increases the number of authorized shares of the Company’s capital stock. Specifically, the Certificate of Amendment provides that the total number of shares of shares of common stock, par value $0.001 per share, that the Company is authorized to issue is increased from 200,000,000 shares to 5,000,000,000 shares. The number of shares of preferred stock, par value $0.001, per share that the Company is authorized to issue remains 4,000,000.

The Certificate of Amendment became effective upon filing with the Secretary of State on November 19, 2025.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of SRx Health Solutions, Inc., dated November 19, 2025.
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
November 20, 2025

FAQ

What change to SRXH’s capital structure was announced in this 8-K?

SRx Health Solutions, Inc. disclosed that it amended its Certificate of Incorporation to increase its authorized common stock from 200,000,000 shares to 5,000,000,000 shares, while leaving authorized preferred stock at 4,000,000 shares.

Did SRx Health Solutions’ stockholders approve the increase in authorized shares for SRXH?

Yes. The amendment to increase authorized common stock was approved by stockholders on October 8, 2025, following a recommendation by the Board of Directors.

When did SRx Health Solutions’ authorized share increase become effective?

The increase in authorized common stock became effective on November 19, 2025, when SRx Health Solutions, Inc. filed the Certificate of Amendment with the Delaware Secretary of State.

Does the SRXH filing say anything about changes to preferred stock authorization?

The filing states that authorized preferred stock for SRx Health Solutions, Inc. remains at 4,000,000 shares of preferred stock, par value $0.001 per share, with no change from prior levels.

Does the increase in authorized shares mean SRXH issued new stock immediately?

No. The filing describes an increase in authorized common stock to 5,000,000,000 shares. It expands the company’s capacity to issue shares in the future but does not itself describe any specific share issuances.

Where can investors find the exact wording of SRXH’s charter amendment?

The Certificate of Amendment to the Certificate of Incorporation of SRx Health Solutions, Inc., dated November 19, 2025, is filed as Exhibit 3.1 and incorporated by reference.