8-K - SRXH - Equibles

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): February 9, 2026

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.)

801US Highway 1

NorthPalm Beach, Florida 33408

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<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. ☐

Item7.01. Regulation FD Disclosure.

On February 9, 2026, SRx Health Solutions, Inc., a Delaware corporation (the “Company”), gave notice to all of the holders of its Series A Convertible Preferred Stock (the “Preferred Stock”) of the Company’s intent to redeem all of the issued and outstanding shares of Preferred Stock pursuant to Section 9 of the Preferred Stock Certificate of Designations filed by the Company with the Secretary of State of the State of Delaware on October 27, 2025. On February 11, 2026, the Company redeemed 17,418 shares of Preferred Stock, representing all of the issued and outstanding shares of Preferred Stock, for an aggregate redemption price of approximately $21,772,500.00.

A press release announcing the Company’s redemption of the Preferred Stock was published on February 11, 2026 and is attached to this report as Exhibit 99.1.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
99.1	Press Release, dated February 11, 2026.
104	Cover<br> Page Interactive 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<br> Martinez
Title:	Chief<br> Financial Officer

February 11, 2026

Exhibit99.1

FOR IMMEDIATE RELEASE

SRxHealth Solutions Redeems Series A Preferred Stock and Cancels Approximately 125,000,000 Shares of Common Stock, Improving Balance SheetFlexibility for Investment in M&A or Return of Capital to Shareholders

NORTHPALM BEACH, FL — February 11, 2026 — SRx Health Solutions, Inc. (NYSE American: SRXH) (the “Company”) today announced that it has redeemed 17,500 shares of its Series A Preferred Stock pursuant to the terms of the Series A Preferred Stock, representing approximately 125,000,000 shares of common stock on an as-converted basis. On October 31, 2025 the Company issued and sold in a private placement 19,035 shares of the Series A Preferred Stock for aggregate proceeds of approximately $15.23 million.

The Company expects to file its Form 10-Q with the SEC for its fiscal first quarter for the period ended December 31, 2025 on Friday, February 13, 2026.

Michael Young, Board Member of SRx Health, commented, “The retirement of the preferred and cancellation of approximately 125,000,000 shares of common stock allows for further flexibility of our capital structure for additional investments in the future.”

SRXH does not have immediate plans for M&A as of the date of this release that has not been already disclosed, but will continue to evaluate opportunities from time to time.

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “expect,” “intend,” “aim,” “plan,” “may,” “could,” “target,” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to, the ability to complete the proposed transaction, shareholder approvals, market conditions, regulatory considerations, and other risks described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them, except as required by law.

CompanyContact

SRx Health Solutions, Inc.

Kent Cunningham, Chief Executive Officer

InvestorRelations Contact

KCSA Strategic Communications

Valter Pinto, Managing Director

212-896-1254

valter@kcsa.com

MediaContact

KCSA Strategic Communications

Kristin Cwalinski, Senior Vice President

EMJX@KCSA.com