UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 | ||