SRx Health Solutions, Inc. 8-K

What Happened

• On December 17, 2025, SRx Health Solutions, Inc. (SRXH) announced that stockholders by written consent approved key actions to pursue a proposed transaction to acquire EMJ Crypto Technologies Inc. (EMJC) and related entities, conditioned on closing. The consent (record date December 12, 2025) approved a legal name change to EMJX, Inc. (and a ticker change to EMJX), the potential issuance of shares equal to 20% or more of the Company’s issued and outstanding common stock (which may be issued below market value) in connection with the Transaction, and the appointment of Eric M. Jackson, PhD as CEO and Board Chair under an employment agreement. The IP to be acquired includes AI-based trading technology and related copyrights, patents, code and trade secrets (an “IP Asset”), including an algorithm described as designed to outperform Bitcoin and Ethereum based on trading volatility.
• The written consent also increased the Company’s 2019 Incentive Award Plan to 10% of outstanding shares (but not less than 3,432,915 shares), elected four directors (Simon Conway, Michael Young, Joshua A. Epstein, and Sammy Dorf) to terms expiring at the 2026 annual meeting, approved executive compensation on a non‑binding basis, and ratified Davidson and Company LLP as the Company’s independent auditor for 2025. SRx will file a Schedule 14C information statement with the SEC and mail it to stockholders before consummating the Transaction or taking the approved actions.

Key Details

• Written consent date: December 17, 2025; Record Date: December 12, 2025.
• Voting power: 12,591,645 shares consenting, representing 45.42% of outstanding voting power (out of 27,723,906 votes on an as‑converted basis). The one‑third threshold required under Delaware law was met. No votes were recorded against, abstaining, or broker non‑votes.
• Potential share issuance: may equal 20% or more of issued and outstanding common stock and could be issued at less than market value as part of the Transaction.
• Corporate changes: proposed name/ticker change to EMJX (conditioned on closing); appointment of Eric M. Jackson as CEO & Chair; increase in incentive plan to 10% (not below 3,432,915).

Why It Matters

• These approvals clear the way for a material strategic shift: SRx is pursuing an acquisition of crypto/AI IP and related companies that could change the company’s business focus and public identity (name/ticker change to EMJX).
• The authorized potential issuance of 20%+ of outstanding shares (possibly below market price) is a significant dilution risk for current shareholders and is a key item investors should monitor in upcoming disclosures.
• Management and board changes (new CEO/Chair and four new directors) signal a likely change in strategic direction and leadership control pending final agreements and closing.
• The Transaction is not closed yet — SRx will file a Schedule 14C with details and timing; investors should watch for that filing and any definitive transaction agreements for terms, valuation, and expected dilution.