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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): March 2, 2026
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.
As
previously disclosed, on July 7, 2025, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”)
by and among the Company and certain accredited investors named therein (the “Note Investors”), pursuant to which the Company
issued and sold to the Note Investors (i) a new series of senior secured convertible notes (the “Notes”) with an aggregate
original principal amount of $7,650,000, subject to an original issue discount as provided in the Notes, and (ii) warrants to acquire
21,338,062 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such transaction,
the “Note Financing”). Refer to the Company’s Current Report on Form 8-K filed on July 15, 2025 for additional information
regarding the Note Purchase Agreement and the Note Financing.
Also
as previously disclosed, on October 27, 2025, the Company entered into a Securities Purchase Agreement (the “Series A Purchase
Agreement,” and together with the Note Purchase Agreement, the “Existing Securities Purchase Agreements”) with certain
accredited investors named therein (the “Series A Investors,” and together with the Note Investors, the “Existing Investors”).
Pursuant to the Series A Purchase Agreement, up to 38,070 shares of the Company’s Series A convertible preferred stock, par value
$0.001 per share (the “Series A Preferred Stock”), the terms of which are set forth in that certain certificate of designations
for the such series of preferred stock (the “Existing Certificate of Designations”), and accompanying warrants (“Series
A Warrants”) to purchase shares of Common Stock, could be purchased, in one or more closings, for an aggregate purchase price of
up to $30.46 million in one or more closings. On October 31, 2025, pursuant to the Series A Purchase Agreement, the Company issued and
sold, the Series A Investors purchased, in a private placement: 19,035 shares of the Series A Preferred Stock and 54,527,811 Series A
Warrants for aggregate proceeds of approximately $15.23 million (such transaction, the “Series A Financing”). Refer to the
Company’s Current Report on Form 8-K filed on October 31, 2025 for additional information regarding the Series A Purchase Agreement
and the Series A Financing.
The
Company desires to enter into a securities purchase agreement (the “New Securities Purchase Agreement”) with certain accredited
investors (the “New Buyers”), pursuant to which, among other things, the Company will sell and issue to the New Buyers, in
one or more closings, certain shares of a new series of convertible preferred stock of the Company designated as Series B Preferred Stock,
par value $0.001 per share (the “Series B Preferred Stock”), the terms of which shall be set forth in the certificate of
designation for such series of preferred stock, and related warrants (collectively, the “New Offering”). Pursuant to Section
4(o) of each Existing Securities Purchase Agreement, as applicable, each Existing Investor has a right of participation in the New Offering
and is entitled to certain notice rights (collectively, the “Participation Right”). In connection with the New Offering,
certain Existing Investors have each entered into a limited waiver and consent agreement with the Company (each, a “Waiver”),
pursuant to which each such Existing Investor has agreed to (i) permit the New Offering and (ii) waive its Participation Right with respect
to the New Offering and to any Subsequent Placement (as defined in each Existing Securities Purchase Agreement, as applicable) effected
on or after the effective date of the Waiver. Further, pursuant to the Waiver, certain Existing Investors, each in its capacity as a
Required Holder (as defined in the Series A Purchase Agreement) have provided their consent, pursuant to the Existing Certificate of
Designations, to the creation of Parity Stock (as defined in the Existing Certificate of Designations), solely with respect to the Series
B Preferred Stock, such that the Series B Preferred Stock is permitted to rank pari passu with the Series A Preferred Stock in
respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
The
foregoing description of the terms and conditions of the Waiver does not purport to be complete and is qualified in its entirety by the
full text of the form of Waiver, which is filed as an exhibit thereto.
Item
9.01. Exhibits.
(d)
Exhibits.
| Exhibits |
|
Description |
| 10.1 |
|
Form of Waiver. |
| 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 |
March
2, 2026
