[NT 10-Q] SRX Health Solutions, Inc. SEC Filing
SRx Health Solutions, Inc. notified the SEC that it could not timely file its quarterly report for the period ended June 30, 2025 because it requires additional time to finalize the financial statements to be included in that report. The company checked Rule 12b-25(b), indicating the subject report will be filed on or before the fifteenth calendar day following the prescribed due date. The firm disclosed it completed a reverse merger in April 2025 and expects the upcoming earnings statements to reflect a significant change in results of operations versus the prior-year period due to that transaction and certain non-recurring charges and developments affecting legacy operations. The filing names Carolina Martinez as the contact with telephone 813-599-7956 and indicates all other required periodic reports for the prior 12 months have been filed.
- Company invoked Rule 12b-25(b) to formally obtain additional time and indicated the report will be filed within the permitted extension period
- Disclosure of April 2025 reverse merger provides investors with a clear, material corporate transaction that explains expected results changes
- Registrant states other periodic reports for the prior 12 months have been filed, indicating historical reporting compliance
- Named contact provided (Carolina Martinez, 813-599-7956) for investor or regulator inquiries
- Quarterly report for period ended June 30, 2025 was not filed on time, creating short-term disclosure and market transparency risk
- Company expects a significant change in results of operations versus the prior year, driven by the reverse merger and non-recurring charges, which may materially affect comparability
- Need for additional time to finalize financial statements suggests complexity in accounting for the merger and related adjustments
- Non-recurring charges and developments affecting legacy operations could indicate one-time losses or costs that will depress near-term results
Insights
TL;DR: A delayed 10-Q tied to an April 2025 reverse merger and non-recurring charges suggests materially different Q2 results; timing risk for investors.
The registrant invoked Rule 12b-25(b) to obtain additional time to finalize financials, which signals complexity in accounting for the reverse merger and related adjustments. The company explicitly expects a significant change in operating results year-over-year due to the merger and discrete charges. This disclosure is material because it affects the comparability of results and may influence valuation once reported, although the company affirms other periodic filings are current.
TL;DR: The company followed formal SEC procedures for a late filing and disclosed material corporate events but raises governance questions about readiness of controls.
SRx Health Solutions filed a Form 12b-25 indicating reliance on the 15-day extension under Rule 12b-25(b). The explanation cites the need to finalize financial statements after a reverse merger and to account for non-recurring legacy charges. While the firm provided a named contact and affirmed other reports are current, the delay highlights potential weaknesses in reporting timetables and integration of post-merger accounting processes that investors and regulators monitor closely.
| OMB APPROVAL | ||
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25 NOTIFICATION OF LATE FILING |
OMB Number: 3235-0058 Expires: August 31, 2025 Estimated average burden hours per response................ 2.50 | |
| SEC FILE NUMBER | ||
| CUSIP NUMBER |
| (Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | |
| ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR |
For Period Ended: |
June 30, 2025 |
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q |
| For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
SRx Health Solutions Inc.
Full Name of Registrant
Better Choice Company Inc.
Former Name if Applicable
12400 Race Track Road
Address of Principal Executive Office (Street and Number)
Tampa, Florida 33626
City, State and Zip Code
| SEC 1344 (01-19) | Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
| Board of Governors of the Federal Reserve System | OMB Number 7100-0091 | Approval expires February 28, 2026 |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 by the prescribed due date because it requires additional time to finalize its financial statements to be included in such Form 10-Q.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Carolina Martinez | 813 | 599-7956 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates that the earnings statements included in the Form 10-Q for the period ended June 30, 2025, will reflect a significant change in results of operations compared to the corresponding period in the prior fiscal year. The change is primarily attributable to the completion of a reverse merger in April 2025, as well as certain non-recurring charges and developments affecting the Company’s legacy operations.
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SRx Health Solutions Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | 8 /14/2025 | By |  |
INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
GENERAL INSTRUCTIONS
| 1. | This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
| 2. | One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files. |
| 3. | A manually signed copy of the Form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
| 4. | Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form shall be clearly identified as an amended notification. |
| 5. | Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter). |
| 6. | Interactive data submissions. This Form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
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FAQ
What filing did SRx Health Solutions (SRXH) submit to the SEC?
Which reporting period is affected by the late filing?
Why could SRXH not file the quarterly report on time?
Will SRXH file the report within the extension period?
Did the company disclose any material events affecting results?
Who can be contacted for questions about this notification?
