[8-K] SRX Health Solutions, Inc. Reports Material Event

Rhea-AI Filing Summary

SRx Health Solutions, Inc. announced that, pursuant to a Settlement, Share Forfeiture and Mutual Release Agreement, certain founders and officers of its wholly-owned subsidiary SRx Canada forfeited for cancellation approximately 18,839,332 million shares of SRx Canada stock that were exchangeable one-for-one into the Company's common stock. In consideration the Company agreed to release those parties from certain claims, and the filing states the forfeited shares represent approximately 60% of the aggregate number of Common Stock and Exchangeable Shares outstanding immediately prior to the Settlement.

The Company also accepted the voluntary resignation of director Adesh Vora, effective August 13, 2025, citing SRx Canada’s previously announced proceedings in Canada under the federal Companies' Creditors Arrangement Act. The Settlement Agreement is filed as Exhibit 10.1 and a related press release as Exhibit 99.1.

Positive

• Forfeiture and cancellation of approximately 18,839,332 million shares of SRx Canada exchangeable stock, reducing a large portion of potential dilution.
• Settlement includes releases of certain claims against the forfeiting parties, indicating negotiated resolution and fewer outstanding disputes.

Negative

• Voluntary resignation of director Adesh Vora, effective August 13, 2025.
• SRx Canada is subject to proceedings under the federal Companies' Creditors Arrangement Act, as referenced in the filing.

Insights

M&A Specialist

TL;DR: Cancelling a large block of exchangeable shares materially reduces potential dilution and settles claims tied to the acquisition.

The filing documents a Settlement under which approximately 18,839,332 million exchangeable shares were forfeited and cancelled, described as about 60% of the combined outstanding Common and Exchangeable Shares immediately prior to the agreement. From an M&A and capital-structure perspective, eliminating such a significant portion of exchangeable equity can materially change dilution dynamics and clarifies a previously contingent claim pool that the Company agreed to release. The existence of a formal Settlement Agreement (filed as Exhibit 10.1) suggests negotiated resolution rather than continued litigation, which is typically viewed as value-preserving, though terms and economic impacts depend on the agreement text.

Corporate Governance Expert

TL;DR: Director resignation linked to creditor proceedings raises governance and oversight questions for the company and its subsidiary.

The Company accepted the voluntary resignation of director Adesh Vora, effective August 13, 2025, explicitly tied to SRx Canada’s previously announced proceedings under the federal Companies' Creditors Arrangement Act. A board departure connected to creditor restructuring at a wholly-owned subsidiary is material for governance and operational continuity. Investors should note the filing records both the governance change and the separate Settlement addressing share forfeiture; together these are impactful corporate developments that alter leadership and the company’s equity composition.

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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): August 13, 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 1.01 Entry into a Material Definitive Agreement

On August 14, 2025, SRx Health Solutions, Inc., a Delaware corporation (the “Company”), announced that it has canceled approximately 18,839,332 million shares of its capital stock pursuant to a Settlement, Share Forfeiture and Mutual Release Agreement (the “Settlement Agreement”) with certain of the founders and officers of SRx Health Solutions (Canada), Inc. (“SRx Canada”), a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Company, and certain of their affiliates and other related parties (the “Forfeiting Stockholders”).

Pursuant to the Settlement Agreement, the Forfeiting Stockholders have forfeited for cancellation approximately 18,839,332 million shares (the “Forfeited Shares”) of the capital stock of SRx Canada (the “Exchangeable Shares”) which are exchangeable for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on a one-for-one basis. The Forfeited Shares were originally issued pursuant to the terms of the previously announced arrangement transaction (the “Arrangement”) pursuant to which the Company acquired SRx Canada. In consideration of the Forfeited Shares, the Company has agreed to release the Forfeiting Stockholders from certain claims by the Company.

The Forfeited Shares represent approximately 60% of the aggregate number of shares of Common Stock and Exchangeable Shares issued and outstanding immediately prior to the execution of the Settlement Agreement.

The foregoing description of the Settlement Agreement is subject to and qualified in its entirety by reference to the full text of the Settlement Agreement, which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 13, 2025, the Company accepted the voluntary resignation of Adesh Vora from the Company’s Board of Directors, effective immediately. Mr. Vora’s resignation is the result of SRx Canada’s previously announced proceedings in Canada under the federal Companies’ Creditors Arrangement Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Settlement, Share Forfeiture and Mutual Release Agreement, dated August 14, 2025.
99.1		Press Release, dated August 14, 2025.

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
August 14, 2025

FAQ

What did SRx Health (SRXH) disclose in this 8-K?

The Company disclosed a Settlement under which certain founders and officers forfeited for cancellation approximately 18,839,332 million shares of SRx Canada exchangeable stock and the Company released certain claims.

How many shares were forfeited and what percent of outstanding equity does that represent?

The filing states approximately 18,839,332 million shares were forfeited, representing about 60% of the aggregate number of Common Stock and Exchangeable Shares issued and outstanding immediately prior to the Settlement.

Who resigned from SRx Health's board and why?

The Company accepted the voluntary resignation of Adesh Vora, effective August 13, 2025, stated to be the result of SRx Canada’s previously announced proceedings under the federal Companies' Creditors Arrangement Act.

What exhibits were filed with the 8-K?

Exhibit 10.1 is the Settlement, Share Forfeiture and Mutual Release Agreement (dated August 14, 2025) and Exhibit 99.1 is a related press release dated August 14, 2025.

Who signed the 8-K for SRx Health (SRXH)?

The filing was signed on behalf of the registrant by Carolina Martinez, Chief Financial Officer, on August 14, 2025.