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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.
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) |
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 |
