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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 14, 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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On
October 14, 2025, SRx Health Solutions, Inc, a Delaware corporation. (the “Company”) received a written notice (the “Notice”)
from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American
continued listing standard set forth in Section 1003(a)(ii) of the NYSE American Company Guide (“Section 1003(a)(ii)”). Section
1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses
from continuing operations and/or net losses in three of its four most recent fiscal years.. The Notice has no immediate effect on the
listing or trading of the Company’s common stock and the common stock will continue to trade on the NYSE American under the symbol
“SRXH.” Additionally, the Notice does not result in the immediate delisting of the Company’s common stock from the
NYSE American.
The
Company is subject to the procedures and requirements of Section 1009 of the Company Guide. The procedures and requirements of Section
1009 of the NYSE American Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless the
Company cures the deficiency in a timely manner. NYSE American may also accelerate delisting action in the event that the Company’s
common stock trades at levels viewed by the Staff to be abnormally low. The Company has until November 13, 2025, to submit a plan of
actions it has taken or will take to regain compliance with the Exchange’s continued listing standards by July 14, 2026.
The
Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures
that are for the best interests of the Company and its shareholders.
The
Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities
and Exchange Commission. The Company is actively engaged in discussions with the NYSE American and is developing plans to regain compliance
with the NYSE American’s continued listing standards within the cure period.
As
required under NYSE American rules, the Company issued a press release on October 17, 2025, announcing that it had received the Notice.
A copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
| Item
9.01 | Financial
Statements and Exhibits |
(d)
Exhibits.
| Exhibits |
|
Description |
| 99.1 |
|
Press Release dated October 17, 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 |
October
17, 2025
