8-K
SRx Health Solutions, Inc. (SRXH)
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
Dateof Report (Date of earliest event reported): October 14, 2025
SRxHealth Solutions, Inc.
(Exactname of Registrant as Specified in its Charter)
| Delaware | 001-40477 | 83-4284557 |
|---|---|---|
| (State<br> or other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> 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<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> Stock, $0.001 par value share | SRXH | NYSE<br> 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. ☐
| Item3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
|---|
On October 14, 2025, SRx Health Solutions, Inc, a Delaware corporation. (the “Company”) received a written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued listing standard set forth in Section 1003(a)(ii) of the NYSE American Company Guide (“Section 1003(a)(ii)”). Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.. The Notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on the NYSE American under the symbol “SRXH.” Additionally, the Notice does not result in the immediate delisting of the Company’s common stock from the NYSE American.
The Company is subject to the procedures and requirements of Section 1009 of the Company Guide. The procedures and requirements of Section 1009 of the NYSE American Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner. NYSE American may also accelerate delisting action in the event that the Company’s common stock trades at levels viewed by the Staff to be abnormally low. The Company has until November 13, 2025, to submit a plan of actions it has taken or will take to regain compliance with the Exchange’s continued listing standards by July 14, 2026.
The Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures that are for the best interests of the Company and its shareholders.
The Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. The Company is actively engaged in discussions with the NYSE American and is developing plans to regain compliance with the NYSE American’s continued listing standards within the cure period.
As required under NYSE American rules, the Company issued a press release on October 17, 2025, announcing that it had received the Notice. A copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibits | Description |
|---|---|
| 99.1 | Press Release dated October 17, 2025. |
| 104 | Cover Page Interactive<br> 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 Health Solutions, Inc. | |
|---|---|
| By: | /s/ Carolina Martinez |
| Name: | Carolina Martinez |
| Title: | Chief Financial Officer |
October 17, 2025
Exhibit 99.1
SRxHealth Solutions Received NYSE American Notification Letter Regarding Stockholders’ Equity Deficiency
TAMPA,FL, October 17, 2025 — SRx Health Solutions, Inc. (NYSE American: SRXH) (the “Company”) today announced it received a notice from the staff of NYSE American LLC (the “Exchange”) that the Company was not in compliance with the Exchange’s continued listing standards under Section 1003(a)(ii) of the NYSE American Company Guide.
Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.
SRx Health is subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until November 13, 2025, to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the Exchange’s continued listing standards by July 14, 2026 (“Plan Period Deadline”).
Receipt of the notice from the Exchange has no immediate effect on the listing or trading of SRx Health’s common stock on the Exchange, and does not affect business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
ForwardLooking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
CompanyContact:
SRx Health Solutions, Inc.
Kent Cunningham, Chief Executive Officer
InvestorContact:
KCSA Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254
Valter@KCSA.com