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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): July 17, 2026
SRX
Global 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 March 16, 2026, SRX Global Inc., a Delaware corporation (the “Company”), entered into a Securities
Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein. Pursuant to the
Securities Purchase Agreement, up to 10,000 shares of the Company’s Series B convertible preferred stock, par value $0.001 per
share (the “Series B Preferred Stock”) and accompanying warrants (“Warrants”) to purchase shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) may be purchased for an aggregate purchase price of up to $8.0
million in one or more closings (each a “Closing”).
On
July 17, 2026, the Company and the Required Holders, as defined in the Securities Purchase Agreement, entered into a Limited Waiver and
Consent Agreement (the “Waiver”), pursuant to which the Required Holders consented to, and waived certain rights in connection
with, the Company’s (i) declaring and paying, on August 3, 2026, a one-time cash dividend of $0.05 per share on Common Stock outstanding
to stockholders of record at the close of business on July 22, 2026; and (ii) entering into a stock repurchase plan under which the Company
may repurchase up to the lesser of (x) 10,000,000 shares of Common Stock, or (y) 50% of the issued and outstanding Common Stock at any
given time, for an aggregate purchase price not to exceed $20,000,000, during the period ending July 7, 2027.
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
Global Inc. |
| |
|
|
| |
By: |
/s/
Carolina Martinez |
| |
Name: |
Carolina
Martinez |
| |
Title: |
Chief
Financial Officer |
July
21, 2026