SRXH 8-K
SRX Global Inc. (SRXH)
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 | ||
Exhibit 10.1
SETTLEMENT, SHARE FORFEITURE AND MUTUAL RELEASE AGREEMENT
This Share Forfeiture Agreement (this “Agreement”) is made as of August 1, 2025, by and among SRx Health Solutions, Inc., a Delaware corporation (formerly known as Better Choice Company, Inc.) (“DE Parent”), SRx Health Solutions (Canada) Inc., a corporation existing under the laws of the Province of Ontario (“ON Sub” and together with DE Parent the “Company”), and the undersigned stockholders (the “Stockholders” and each a “Stockholder”).
A. Each Stockholder owns the number of shares of the capital stock of ON Sub (the “Shares”), set forth beside such Stockholder’s name on Schedule 1 attached hereto. The Shares are exchangeable for shares of the common stock of DE Parent, par value $0.0001 per share (“Common Stock”), on a one-for-one basis.
B. The Stockholders acquired the Shares in connection with a business combination transaction (the “Transaction”), by and among DE Parent, SRx Health Solutions Inc., a corporation existing under the laws of the Province of Ontario (“Legacy SRX”), 1000994476 Ontario Inc., a corporation existing under the laws of the Province of Ontario (“AcquireCo”) and the other parties thereto, pursuant to which DE Parent acquired Legacy SRX through the amalgamation of Legacy SRX with AcquireCo, with the resulting entity of such amalgamation being ON Sub. Due to unforeseen financial circumstances, the Transaction did not achieve the results intended by the parties thereto.
C. The Company and the Stockholders desire to avoid the expense and uncertainty of any potential dispute or litigation and, without admission of any liability, desire to settle all disputes between them in connection with the Transaction and the Shares, pursuant to the terms set forth below.
In consideration of the promises and provisions set forth in this Agreement, the adequacy and sufficiency of which the parties hereby acknowledge, the parties, intending to be bound, agree as follows:
1. Forfeiture. Effective immediately upon the satisfaction or written waiver by the Company of the conditions set forth in Section 4 hereof (the “Effective Date”), each Stockholder irrevocably forfeits and surrenders all right, title and interest in and to the Shares (including, for the avoidance of doubt, any shares of Common Stock for which the Shares have been or may hereafter be exchanged). Each Stockholder hereby authorizes the Company to instruct the Company’s transfer agent to reflect such cancellation on the books and records of the Company on the Effective Date, without any further action required on the part of such Stockholder. Each Stockholder hereby acknowledges and agrees that from and after the Effective Date such Stockholder shall have no further rights with respect to the Shares, including, without limitation, ownership, voting rights or pecuniary interests, including, without limitation, rights to dividends or rights upon liquidation.
2. Release. In consideration of the terms and conditions of this Agreement, from and after the Effective Date, the Company, on the one hand, and each Stockholder, on the other, and each of their respective successors, assigns, heirs, affiliates, parents, subsidiaries, employees, officers, directors, stockholders, partners, members, representatives and agents, as applicable (“Related Parties”), hereby irrevocably and unconditionally release, waive, and forever discharge the other and the other’s Related Parties of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgment, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, that such party ever had, now has, or hereafter can, shall, or may have against the other and the other’s Related Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date relating to or arising from, directly or indirectly, the Transaction and/or such Stockholder’s ownership of the Shares; provided, however, that the parties hereto expressly acknowledge that the release referred to in this paragraph does not release or abrogate any responsibilities or obligations of the Company under this Agreement.
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3. Representations and Warranties. Each Stockholder, individually and not jointly, represents and warrants to the Company the following as of the date hereof:
a. Except as set forth on Schedule 3(a) attached hereto, such Stockholder is the legal and beneficial owner of the number of Shares set forth beside such Stockholder’s name on Schedule 1, free and clear of all pledges, liens, encumbrances, security interests, options, claims and other charges of every kind. Except as set forth on Schedule 3(a) attached hereto, no Stockholder has entered into any contract or agreement, other than this Agreement, to sell or otherwise transfer, pledge, hypothecate or dispose of any of such Stockholder’s Shares.
b. The number of Shares set forth beside such Stockholder’s name on Schedule 1 constitute the only equity securities of the Company and any of its subsidiaries owned by such Stockholder, and such Stockholder owns no other equity securities of the Company, of any series or class, whether now authorized or not, nor any rights, options or warrants to purchase or otherwise acquire equity securities of the Company, or securities of any type whatsoever that are, or may become, convertible or exchangeable into equity securities of the Company.
c. Each Stockholder has full power and authority to execute this Agreement and to consummate the transactions contemplated in this Agreement. Each Stockholder’s execution, delivery, and performance of this Agreement is the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.
d. Except as set forth on Schedule 3(a) attached hereto, the execution and delivery of this Agreement by each Stockholder does not and will not conflict with any other agreement, instrument, or obligation by which such Stockholder is bound.
4. Conditions of the Obligations of the Company. The obligations of the Company hereunder shall be subject to the Stockholders obtaining written releases of the security interests described on Schedule 3(a) hereto. The forfeiture and cancellation of the Shares contemplated hereunder shall not occur unless and until such condition is fulfilled or waived in writing by the Company.
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5. Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties, their heirs, legal representatives, successors and assigns and no party may assign or delegate any of such party’s rights or obligations hereunder without obtaining the prior written consent of all other parties.
6. Further Assurances. The Company shall take all steps necessary to cancel the Shares on its books and records. Each Stockholder agrees to cooperate with the Company and to execute and deliver any further documents reasonably necessary to effect such cancellation and the transactions contemplated hereunder.
7. Modification. No modification of this Agreement shall be binding unless in writing and signed by each of the parties to this Agreement.
8. Governing Law. This Agreement is entered into under, and shall be governed by and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such state.
9. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
10. Counterparts. This Agreement may be executed in counterparts, including by electronic signature and including facsimile or electronic (.PDF) transmittal, each of which shall be deemed an original and all of which together shall constitute one instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
| THE COMPANY | ||
| “DE Parent” | ||
| SRx Health Solutions, Inc. | ||
| By: | ||
| Name: | Michael Young | |
| Title: | Authorized officer | |
| “ON Sub” | ||
| SRx Health Solutions (Canada) Inc. | ||
| By: | ||
| Name: | Michael Young | |
| Title: | Authorized officer | |
[Signatures Continue on Following Page]
Signature Page to Settlement, Share Forfeiture and Mutual Release Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
| THE STOCKHOLDERS | ||
| Adesh Vora Pharmacy Professional Corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
| Life Beautiful Designs Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Niam Pharmaceuticals Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| SIRBC Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| TDDA Therapeutics Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Tricare Consulting Inc. | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signatures
Continue on Following Page]
Signature Page to Settlement, Share Forfeiture and Mutual Release Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
| THE STOCKHOLDERS | ||
| Vora 2018 Family Trust | ||
| By: | ||
| By | , as trustee | |
| Adesh Vora | ||
| By: | ||
| Hemant Shah | ||
| By: | ||
| Naiya Vora | ||
| By: | ||
| Niam Vora | ||
| By: | ||
| Cynthia Grelik | ||
| By: | ||
Signature Page to Settlement, Share Forfeiture and Mutual Release Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
| Brock Clancy | ||
| By: | ||
Signature Page to Settlement, Share Forfeiture and Mutual Release Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
| Davender Sohi | ||
| By: | ||
Signature Page to Settlement, Share Forfeiture and Mutual Release Agreement
SCHEDULE 1
| Stockholder | Shares | |||
| Adesh Vora | 2,659,629 | |||
| Adesh Vora Pharmacy Professional Corporation | 1,753,050 | |||
| Brock Clancy | 294,538 | |||
| Cynthia Grelik | 143,780 | |||
| Davender Sohi | 435,287 | |||
| Hemant Shah | 329,725 | |||
| Life Beautiful Designs Inc. | 173,644 | |||
| Naiya Vora | 325,279 | |||
| Niam Pharmaceuticals Inc. | 9,059,872 | |||
| Niam Vora | 325,279 | |||
| SIRBC Inc. | 327,549 | |||
| TDDA Therapeutics Inc. | 1,085,983 | |||
| Tricare Consulting Inc. | 954,341 | |||
| Vora 2018 Family Trust | 971,376 | |||
Schedules to Settlement, Share Forfeiture and Mutual Release Agreement
SCHEDULE 3(a)
| 1. | Pledge of Shares by Adesh Vora in favor of National Bank of Canada. |
| 2. | Pledge of Shares by Adesh Vora in favor of Nu-Quest Distribution Inc. |
| 3. | Pledge of Shares by Adesh Vora in favor of Keystone Capital Partners LLC. |
Schedules to Settlement, Share Forfeiture and Mutual Release Agreement
Exhibit 99.1
SRx Health Solutions Announces the Cancellation of Approximately 18.8 Million Shares of its Capital Stock
The Company intends to explore all available legal remedies against former officers of SRx Canada
TAMPA, FL, August 14, 2025 — SRx Health Solutions, Inc. (NYSE American: SRXH) (the “Company”), a leading global health and wellness company, today announced that further to the previously disclosed grant of an Initial Order under the federal Companies’ Creditors Arrangement Act by the Ontario Superior Court of Justice to the Company’s Canadian subsidiary SRx Health Solutions (Canada), Inc. (“SRx Canada”) and certain of its subsidiaries, it has canceled approximately 18.8 million shares of its capital stock. The cancellation was made pursuant to a Settlement, Share Forfeiture and Mutual Release Agreement (the “Settlement Agreement”) between the Company and certain of the founders and former officers of SRx Canada, along with their respective affiliates and other related parties (the “Forfeiting Stockholders”).
Pursuant to the Settlement Agreement, the Forfeiting Stockholders have forfeited for cancellation approximately 18.8 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 Company intends to explore all available legal remedies against former officers of SRx Canada who are not parties to the Settlement Agreement in order to recover any lost value on behalf of its stockholders.
About SRx Health Solutions, Inc.
SRx Health Solutions Inc. is an integrated Canadian healthcare services provider that operates within the specialty healthcare industry. The SRx network extends across all ten Canadian provinces, making it one of the most accessible providers of comprehensive, integrated, and customized specialty healthcare services in the country. SRx combines years of industry knowledge, technology, and patient-centric focus to create strategies and solutions that consistently exceed client expectations and drive critical patient care initiatives aimed to improve the wellness of Canadians. For more information on SRx Health Solutions Inc., please visit www.srxhealth.com.
Forward Looking 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.
Company Contact:
SRx Health Solutions, Inc.
Kent Cunningham, Chief Executive Officer
Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254