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

Rhea-AI Filing Summary

Item 5.07: On 23 Jul 2025, stockholders holding 17.1 M votes (51.5% of the 33.2 M outstanding) of SRx Health Solutions, Inc. (SRXH) delivered a written consent approving an amendment that empowers the Board to carry out a reverse stock split of the company’s common shares at any ratio between 15-for-1 and 60-for-1. The Board may implement the split at any time before 31 Mar 2026 and may choose the exact ratio and timing without further shareholder action.

Because the majority was obtained by written consent, no shareholder meeting is required and there were no opposing, abstaining, or broker non-votes. The filing discloses no financial results, transactions, or other corporate actions beyond the potential split.

Reverse splits are often used to boost per-share price and preserve exchange listings, but they can also reduce liquidity and sometimes precede additional capital actions. Implementation remains at the Board’s sole discretion.

Positive

• Board flexibility to choose optimal split ratio and timing up to 31 Mar 2026, enabling swift compliance with NYSE price requirements.
• Cost-efficient approval through written consent avoided expenses associated with convening a formal shareholder meeting.

Negative

• Potential market stigma: Reverse splits are often viewed as signals of weak share price performance and can trigger selling pressure.
• Liquidity risk: Shrinking share count may widen spreads and reduce trading volume, potentially increasing volatility.

Insights

Equity Market Analyst

TL;DR: Board gains authority for 15-60:1 reverse split; effect depends on execution and market reaction.

This authorization signals SRXH may be seeking to lift its share price to maintain NYSE American listing standards or improve marketability. Approval via written consent avoided the time and cost of a shareholder meeting and gives management flexibility until 31 Mar 2026. While a reverse split does not change market cap, it can reduce float, raise bid-ask spreads, and sometimes precedes equity raises—investors should monitor for subsequent filings that confirm ratio, timing, and any related capital plans.

Corporate Governance Specialist

TL;DR: Majority consented; no dissent recorded—corporate process clean but potential perception risk.

The company followed Delaware law in using written consent, achieving >50% support without convening a meeting. Granting the Board broad discretion (15-60:1) maximises operational agility but limits shareholder influence over final terms. Absence of dissent suggests shareholder alignment, yet reverse splits often carry a stigma of financial distress, which may pressure the stock. Governance risk is moderate; investors should evaluate Board communication when a specific ratio is chosen.

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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 23, 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 5.07 Submission of Matters to a Vote of Security Holders.

On July 23, 2025, stockholders of SRx Health Solutions, Inc. (the “Company”) holding a majority of the voting power of the Company entitled to vote (the “Consenting Stockholders”) as of the record date of July 23, 2025 (the “Record Date”) approved the following matter by way of a written consent resolution:

● Authorization of the Company’s board of directors (the “Board”), in its sole and absolute discretion, and without further action of the stockholders,  to file an amendment to the Company’s amended and restated certificate of incorporation to affect a reverse stock split (the “Reverse Stock Split”)  of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), at a ratio in the range of 15-to1 to 60- to-1 at any time prior to March 31, 2026, with the exact split ratio and timing to be determined in the Board’s sole and absolute discretion.

On the date of the written consent, which is the Record Date and the date the Company received a copy of the written consent of the Consenting Stockholders, there were issued and outstanding shares of the Company’s capital stock representing 33,198,807 votes on an as converted basis. The Consenting Stockholders from whom we obtained the written consent in lieu of a meeting held in the aggregate 17,088,904 shares of voting capital stock (on an as converted basis) representing 51.5% of the outstanding voting power of the Company’s stockholders. As the Reverse Stock Split was approved by written consent, there were no votes against, abstaining or broker non-votes in relation to these matters.

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

July 29, 2025

FAQ

What did SRXH shareholders approve on July 23 2025?

They authorized the Board to execute a reverse stock split between 15-for-1 and 60-for-1 at its discretion.

How much voting power supported the SRXH reverse split?

51.5% of the 33.2 million votes outstanding, delivered via written consent.

Why might SRXH pursue a reverse stock split?

Common reasons include raising the share price to meet NYSE American listing rules and improving market perception.

When can the SRXH Board implement the split?

Any time before 31 March 2026; ratio and date are at the Board’s sole discretion.

Were there any votes against the proposal?

No. The filing states no votes against, abstaining or broker non-votes.