SRx Health (NYSE: SRXH) changes auditor amid CCAA sales and revenue error

Rhea-AI Filing Summary

SRx Health Solutions, Inc. filed an 8-K announcing it has dismissed CBIZ CPAs P.C. as its independent registered public accounting firm and engaged Davidson and Company LLP for the fiscal year ending September 30, 2025. The change was approved by the Board of Directors based on the Audit Committee’s recommendation.

The filing reviews prior audit opinions, noting that both Better Choice Company, Inc. and SRx Health Solutions (Canada), Inc. previously received going concern explanatory paragraphs and had multiple material weaknesses in internal control over financial reporting, including revenue recognition, IT and general control deficiencies.

While preparing the June 30, 2025 Form 10-Q, the company identified an error that overstated revenue by approximately $1.8 million for the fiscal year ended September 30, 2024; management concluded the error was not material and will revise, rather than restate, those financial statements and expects an additional material weakness related to revenue recognition. The filing also states that SRx Canada is under Companies’ Creditors Arrangement Act protection in Canada and that most of its assets have been sold through court-approved transactions.

Positive

• None.

Negative

• Revenue overstatement and new control weakness: The company identified a revenue recognition error that overstated fiscal 2024 revenue by approximately $1.8 million and expects an additional material weakness related to revenue recognition.
• History of going concern doubts and widespread control issues: Prior audit reports for both legacy Better Choice and SRx Canada included going concern explanatory paragraphs and numerous material weaknesses in internal control over financial reporting.
• Canadian operations in creditor protection with asset sales: SRx Canada is under Companies’ Creditors Arrangement Act protection, and as of mid-September 2025 most of its assets have been sold via court-approved transactions.

Insights

Forensic accounting and disclosure analyst

Auditor change occurs amid going concern history, control issues and CCAA asset sales.

SRx Health Solutions replaces CBIZ CPAs P.C. with Davidson and Company LLP as its independent auditor for the year ending September 30, 2025, following a reverse acquisition and fiscal year change. The filing emphasizes that earlier audit reports for both legacy Better Choice and SRx Canada carried going concern explanatory paragraphs, highlighting past doubts about their ability to continue operating without additional support.

The company details extensive material weaknesses in internal control over financial reporting identified by prior auditors and management, ranging from revenue recognition processes to IT and documentation controls. During preparation of the June 30, 2025 Form 10-Q, it found an approximately $1.8 million overstatement of revenue for the year ended September 30, 2024; management judged this immaterial and plans to revise, not restate, those statements while acknowledging another expected material weakness in revenue recognition.

Separately, SRx Canada is in ongoing Companies’ Creditors Arrangement Act proceedings, and the majority of its assets have been sold through court-approved transactions as of September 15, 2025, with most closings anticipated over the following weeks. Taken together, the auditor change, repeated control weaknesses, revenue error and court-supervised asset sales present a challenging financial and governance backdrop that a sophisticated investor would likely view as materially adverse.

8-K Event Classification

3 items: 4.01, 8.01, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 15, 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.)

13553 State Road 54, Suite #237

Tampa, Florida 33556

(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.)

12400 Race Track Road

Tampa, Florida 33626

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 4.01 Change in Registrant’s Certifying Accountant.

On September 15, 2025, SRx Health Solutions, Inc. (formerly known as Better Choice Company, Inc.) (the “Company”), notified CBIZ CPAs P.C. (“CBIZ”) that it was being dismissed as the Company’s independent registered public accounting firm. On the same date, the Board of Directors of the Company, upon the recommendation of the Audit Committee, approved the dismissal of CBIZ, and approved and ratified the engagement of Davidson and Company LLP (“Davidson”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2025.

CBIZ had been retained as the Company’s independent registered public accounting firm following the completion of the Company’s merger transaction on April 24, 2025 with SRx Health Solutions (Canada), Inc. (“SRx Canada”). The merger was accounted for as a reverse acquisition, with SRx Canada treated as the accounting acquiror and the Company adopted SRx Canada’s September 30 fiscal year end.

CBIZ did not issue any reports on the consolidated financial statements of SRx Canada. The audit report of Marcum LLP on the consolidated financial statements of Better Choice Company, Inc. for the year ended December 31, 2024 contained an explanatory paragraph regarding Better Choice Company, Inc.’s ability to continue as a going concern, but did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during Better Choice Company, Inc.’s two most recent years ended December 31, 2023 and 2024, and through September 15, 2025, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between Better Choice Company, Inc. and Marcum LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum LLP’s satisfaction, would have caused them to make reference thereto in their reports on the financial statements for such year, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses reported by management in Better Choice Company, Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission on March 31, 2025. These material weaknesses related to (i) ineffective controls to support proper revenue recognition, including controls to ensure accuracy of price and quantity data input and appropriate testing and review of period-end sales cutoff; and (ii) control deficiencies in Better Choice Company, Inc.’s IT general controls, including access controls, change management, and cybersecurity.

The audit reports of MNP LLP (“MNP”), the independent auditor of SRx Canada prior to the merger, on the consolidated financial statements of SRx Canada as of and for the fiscal years ended September 30, 2023 and 2024, included an explanatory paragraph describing conditions that raised substantial doubt about SRx Canada’s ability to continue as a going concern. Other than such matter, MNP’s reports did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to audit scope or accounting principles. Furthermore, during SRx Canada’s two most recent fiscal years ended September 30, 2024 and 2023, and through September 15, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the SRx Canada and MNP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of the respective auditor, would have caused such auditor to make reference thereto in its reports on the financial statements for such years. In connection with the audit of SRx Canada for the fiscal year ended September 30, 2024, MNP identified certain material weaknesses in internal control over financial reporting, which constitute reportable events. These material weaknesses included: (i) lack of maintained documentation to support retail pharmacy sales for divested locations; (ii) insufficient support for the valuation of common shares; (iii) management override of controls, including redirection of employer RRSP payments by the former Chief Financial Officer of SRx Canada; (iv) lack of signed approvals by third-party lenders on formalized debt agreements; (v) insufficient technical accounting analyses and internal review procedures related to U.S. GAAP transition, purchase price allocations, and goodwill impairment; (vi) inadequate segregation of duties; and (vii) general IT control weaknesses in key systems, including Kroll and SAP. MNP also identified significant deficiencies, including a lack of documentation for key controls such as review and approval of account reconciliations and loan amortization schedules. Copies of MNP’s audit reports on the consolidated financial statements of SRx Canada as of and for the fiscal years ended September 30, 2023 and 2024 were included in the Company’s Super Form 8-K/A filed with the Securities and Exchange Commission on July 11, 2025.

During the course of preparing the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company identified an error in the recognition of revenue related to prescriptions that were billed and lacked meeting the performance obligation to deliver the medication to the patient. In accordance with applicable revenue recognition standards, revenue should not have been recognized in these circumstances. The error resulted in an overstatement of revenue of approximately USD 1.8 million in the fiscal year ended September 30, 2024. Management and the Audit Committee concluded, after considering SEC Staff Accounting Bulletin Nos. 99 and 108, that the error was not material to the Company’s previously issued audited financial statements. Accordingly, the Company will revise, rather than restate, the fiscal year 2024 financial statements when presented in its Form 10-Q for the period ended June 30, 2025. Additionally, the Company expects an additional material weakness related to revenue recognition.

The Company has provided CBIZ with a copy of the disclosures in this Current Report on Form 8-K and requested that CBIZ furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter is filed hereto as Exhibit 16.1.

During the Company’s two most recent fiscal years and any subsequent interim period prior to the engagement of Davidson, neither the Company nor anyone acting on its behalf consulted with Davidson regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of the Company’s internal control over financial reporting, in each case where a written report was provided to the Company or oral advice was provided that Davidson concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

2

Item 8.01 Other Events

As previously reported via Form 8-K filed on August 12, 2025, the Company previously announced that SRx Canada sought and obtained creditor protection under the federal Companies’ Creditors Arrangement Act (the “CCAA” and SRx Canada’s proceedings thereunder, the “CCAA Proceedings”). The CCAA proceedings are currently ongoing in the Ontario Superior Court of Justice (Commercial List) (the “Court”).

As of September 15, 2025, the majority of the assets of SRx Canada have been sold through various Court-approved transactions in the CCAA Proceedings, most of which are expected to close in the next several weeks. All of the materials relating to the court-approved transactions are filed on the case website of the court-appointed Monitor, Grant Thornton Limited, at the following URL: https://www.doanegrantthornton.ca/service/advisory/creditor-updates/#SRx-Group-of-Companies

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibits		Description
16.1		Letter of CBIZ CPAs P.C., dated September 19, 2025
104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

3

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.

September 19, 2025	SRx Health Solutions, Inc.
	By:	/s/ Carolina Martinez
	Name:	Carolina Martinez
	Title:	Chief Financial Officer

4

FAQ

What change in auditor did SRx Health Solutions (SRXH) disclose?

SRx Health Solutions disclosed that on September 15, 2025 it dismissed CBIZ CPAs P.C. as its independent registered public accounting firm and, based on the Audit Committee’s recommendation, the Board approved and ratified the engagement of Davidson and Company LLP as auditor for the fiscal year ending September 30, 2025.

Did SRx Health Solutions report a revenue recognition error in this 8-K?

Yes. While preparing its Form 10-Q for the period ended June 30, 2025, the company identified an error where revenue was recognized on prescriptions that did not meet the performance obligation. This caused an overstatement of revenue by about $1.8 million for the fiscal year ended September 30, 2024. Management concluded the error was not material and plans to revise, rather than restate, those financial statements and expects an additional material weakness related to revenue recognition.

What going concern issues have affected SRx Health Solutions and SRx Canada?

The audit report of Marcum LLP on Better Choice Company, Inc. (the predecessor entity) for the year ended December 31, 2024 included an explanatory paragraph about its ability to continue as a going concern. Similarly, the audit reports of MNP LLP on SRx Canada’s consolidated financial statements for the years ended September 30, 2023 and 2024 included explanatory paragraphs describing conditions that raised substantial doubt about SRx Canada’s ability to continue as a going concern.

What internal control weaknesses did SRx Health Solutions highlight?

The filing describes multiple material weaknesses in internal control over financial reporting identified over recent periods. For legacy Better Choice, these included ineffective controls supporting proper revenue recognition and IT general control deficiencies in areas such as access controls, change management, and cybersecurity. For SRx Canada, the prior auditor identified material weaknesses including inadequate documentation for sales and valuations, insufficient technical accounting analyses, segregation of duties issues, and general IT control weaknesses, along with significant deficiencies in documentation and review of key controls.

What is the status of SRx Canada’s creditor protection and asset sales?

SRx Canada is proceeding under the Canadian Companies’ Creditors Arrangement Act (CCAA) in the Ontario Superior Court of Justice. As of September 15, 2025, the filing states that the majority of SRx Canada’s assets have been sold through various court-approved transactions in the CCAA proceedings, with most of those transactions expected to close in the weeks following that date.

Were there any reported disagreements with prior auditors of SRx Health Solutions and SRx Canada?

The company states that during Better Choice Company, Inc.’s two most recent years ended December 31, 2023 and 2024, and through September 15, 2025, there were no disagreements with Marcum LLP as defined in SEC rules, and no reportable events other than previously disclosed material weaknesses. Likewise, during SRx Canada’s two most recent fiscal years ended September 30, 2024 and 2023, and through September 15, 2025, the company reports no such disagreements with MNP LLP.