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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40477

SRx Health Solutions Inc. ~~(formerly Better Choice Company, Inc.)~~

(Exact name of registrant as specified in its charter)

Delaware		83-4284557
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
801 US Highway 1
North Palm Beach, Florida 33408		(212) 896-1254
(Address of Principal Executive Offices) (Zip Code)		(Registrant’s Telephone Number, Including Area Code)

12400 Race Track Road Tampa, Florida 33626		(212) 896-1254
(Address of Principal Executive Offices) (Zip Code)		(Registrant’s Telephone Number, Including Area Code)

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 Stock, $0.001 par value share		SRXH		NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by a 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date was: 24298,~~853~~207,~~633~~684 shares of $0.001 par value common stock outstanding as of ~~September~~February 2911, ~~2025~~2026.

~~EXPLANATORY~~SRx ~~NOTE~~Health Solutions Inc.

On April 24, 2025, SRx Health Solutions, Inc., a corporation existing under the laws of the Province of Ontario (“SRx Canada” or the “Accounting Acquirer”), consummated a business combination (the “Merger”) with Better Choice Company, Inc., a Delaware corporation (“Better Choice” or the “Legal Acquirer”). In the Merger, 1000994476 Ontario Inc. (“AcquireCo”), an indirect wholly-owned subsidiary of Better Choice, amalgamated with and into SRx Canada, with SRx Canada surviving the amalgamation and continuing its operations under the new legal name SRx Health Solutions (Canada) Inc. (“SRx Canada”), an indirect wholly-owned subsidiary of Better Choice.

In connection with the Business Combination, Better Choice changed its corporate name to “SRx Health Solutions, Inc.” by filing a Certificate of Amendment with the Secretary of State of Delaware. As a result of the transaction, SRx Canada is the Accounting Acquirer and, for accounting purposes, the continuing reporting entity. These condensed consolidated financial statements reflect SRx Canada’s results and financial position from the beginning of the period, with the equity structure reflecting Better Choice as the Legal Acquirer.

Unless otherwise noted, all references to the “Company,” “we,” or “our” in this report refer to SRx Health Solutions, Inc. as the continuing entity after the Business Combination.

For more information regarding the Merger, see SRx Health Solutions, Inc.’s Form 8-K/A filed on July 11, 2025.

SRx Health Solutions Inc. (formerly Better Choice Company, Inc.)

TABLE OF CONTENTS

	Part I
1.	Unaudited Condensed Consolidated Financial Statements	5
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4027
3.	Quantitative and Qualitative Disclosures About Market Risk	4836
4.	Controls and Procedures	4836
	Part II
1.	Legal Proceedings	4936
1A.	Risk Factors	4936
2.	Unregistered Sales of Equity Securities and Use of Proceeds	4937
3.	Defaults Upon Senior Securities	4937
4.	Mine Safety Disclosures	4937
5.	Other Information	4937
6.	Exhibits	5038
	Signatures	5240

Table of Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “should,” “will,” “would,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not limited to, those summarized below:

● the impact of damage to or interruption of our information technology systems due to cyber-attacks or other circumstances beyond our control; ● business interruptions resulting from geopolitical actions, including war and terrorism; ● our ability to ~~continue~~successfully implement our growth strategy; ● failure to achieve growth or manage anticipated growth; ● our ability to achieve or maintain profitability; ● the loss of key members of our senior management team; ● our ability to generate sufficient cash flow or raise capital on acceptable terms to run our operations, service our debt and make necessary capital expenditures; ● our dependence on our subsidiaries for payments, advances and transfers of funds due to our holding company status; ● our ability to successfully develop additional products and services or successfully market and commercialize such products and services; ● competition in our market; ● our ability to attract new and retain existing customers, suppliers, distributors or retail partners; ● allegations that our products cause injury or illness or fail to comply with government regulations; ● our ability to manage our supply chain effectively; ● our or our co-manufacturers’ and suppliers’ ability to comply with legal and regulatory requirements; ● the effect of potential price increases and shortages on the inputs, commodities and ingredients that we require, whether as a ~~going~~result ~~concern~~of the continued actual or perceived effects of broader geopolitical and macroeconomic conditions, including the military conflict between Russia and Ukraine;

● the impact of damage to or interruption of our information technology systems due to cyber-attacks or other circumstances beyond our control;

● business interruptions resulting from geopolitical actions, including war and terrorism;

● our ability to successfully implement our growth strategy;

● failure to achieve growth or manage anticipated growth;

● our ability to achieve or maintain profitability;

● the loss of key members of our senior management team;

● our ability to generate sufficient cash flow or raise capital on acceptable terms to run our operations, service our debt and make necessary capital expenditures;

● our dependence on our subsidiaries for payments, advances and transfers of funds due to our holding company status;

● our ability to successfully develop additional products and services or successfully market and commercialize such products and services;

● competition in our market;

● our ability to attract new and retain existing customers, suppliers, distributors or retail partners;

Table of Contents

● ~~allegations~~our ~~that~~ability to develop and maintain our brand and brand reputation; ● compliance with data privacy rules; ● our compliance with applicable regulations issued by the U.S. Food and Drug Administration (“FDA”), the U.S. Federal Trade Commission (“FTC”), the U.S. Department of Agriculture (“USDA”), and other federal, state and local regulatory authorities, including those regarding marketing pet food, products ~~cause~~and ~~injury~~supplements; or● ~~illness~~risk of our products being recalled for a variety of reasons, including product defects, packaging safety and inadequate or ~~fail~~inaccurate labeling disclosure; ● risk of shifting customer demand in relation to ~~comply~~raw ~~with~~pet ~~government~~foods, ~~regulations~~premium kibble and canned pet food products, and failure to respond to such changes in customer taste quickly and effectively; and ● the other risks identified in this Quarterly Report including, without limitation, Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 1A “Risk Factors” as such factors may updated from time to time in our other public filings.

●While we believe that our ~~ability~~assumptions are reasonable, we caution that it is very difficult to ~~manage~~predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our ~~supply~~actual ~~chain~~results. ~~effectively;~~Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

● our or our co-manufacturers’ and suppliers’ ability to comply with legal and regulatory requirements;

● the effect of potential price increases and shortages on the inputs, commodities and ingredients that we require, whether as a result of the continued actual or perceived effects of broader geopolitical and macroeconomic conditions, including the military conflict between Russia and Ukraine;

● our ability to develop and maintain our brand and brand reputation;

● compliance with data privacy rules;

● inflationary pressures;

● our compliance with applicable regulations issued by the U.S. Food and Drug Administration (“FDA”), the U.S. Federal Trade Commission (“FTC”), the U.S. Department of Agriculture (“USDA”), and other federal, state and local regulatory authorities, including those regarding marketing pet food, products and supplements;

● risk of our products being recalled for a variety of reasons, including product defects, packaging safety and inadequate or inaccurate labeling disclosure;

● risk of shifting customer demand in relation to raw pet foods, premium kibble and canned pet food products, and failure to respond to such changes in customer taste quickly and effectively; and

● the other risks identified in this Quarterly Report including, without limitation, Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 1A “Risk Factors” as such factors may updated from time to time in our other public filings.

NOTE REGARDING TRADEMARKS

We own or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. Each trademark or trade name of any other company appearing in this Quarterly Report on Form 10-Q is, to our knowledge, owned by such other company. Solely for convenience, our trademarks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

Table of Contents

PART I

ITEM 1.

FINANCIAL STATEMENTS

SRx Health Solutions Inc. ~~(formerly Better Choice Company, Inc.)~~

Unaudited Condensed Consolidated Statements of Operations

(~~U.S.~~Dollars ~~dollars~~ in thousands, except share and per share amounts)

	2025			2024			~~2025~~			~~2024~~
	Three months ended June 30,						Nine months ended June 30,
	Three Months Ended December 31,
	2025			2024			~~2025~~			~~2024~~
Net sales	$	112,~~447~~807		$	~~42,670~~—		$	~~41,082~~		$	~~117,122~~
Cost of goods sold		81,~~028~~753			~~33,254~~—			~~30,786~~			~~93,695~~
Gross margin		3,419			9,416			10,296			23,427
Gross profit		1,054			—
Selling, general and administrative		18,151			10,738			39,783			31,627
Operating expenses:
Impairment expense		2,690			-			2,690			-
Selling, general and administrative		4,844			—
Total Expenses		20,841			10,738			42,473			31,627
Total operating expenses		4,844			—
Operating loss		(17,422	)		(1,322	)		(32,177	)		(8,200	)
Loss from continuing operations		(3,790	)		—
Other Income (expense)		16			119			3,457			(69	)
Other expense:
Interest income (expense), net		(975	)		(1,132	)		(3,348	)		(3,260	)
Interest expense, net		1,288			—
Bargain purchase gain		1,693			-			1,693			-
Loss on extinguishment of debt		3,064			—
Net loss before taxes		(16,688	)		(2,335	)		(30,375	)		(11,529	)
Change in fair value of digital assets		464			—
Income tax (expense) income		(138	)		(345	)		(840	)		(157	)
Other expense		4			—
Deferred tax income (expense)		1,693			(435	)		1,470			609
Total other expense, net		4,820			—
Net loss after taxes		(15,133	)		(3,115	)		(29,745	)		(11,077	)
Net loss before income taxes		(8,610	)		—
Comprehensive income (expense)
Income tax expense		4			—
Foreign currency translation adjustment		(11,791	)		8,903			11,482			4,267
Net loss from continuing operations		(8,614	)		—
Loss and comprehensive loss		(26,924	)		5,788			(18,263	)		(6,810	)
Loss from discontinued operations		—			(3,983	)
Weighted average number of shares outstanding, basic		20,401,138			21,922,889			19,334,671			22,005,842
Net loss	$	(8,614	)	$	(3,983	)
Weighted average number of shares outstanding, diluted		20,401,138			21,922,889			19,334,671			22,005,842
Weighted average number of shares outstanding, basic		33,737,015			23,582,701
Net loss per share, basic		(0.74	)		(0.14	)		(1.54	)		(0.50	)
Weighted average number of shares outstanding, diluted		33,737,015			23,582,701
Net loss per share, diluted		(0.74	)		(0.14	)		(1.54	)		(0.50	)
Loss per share, basic	$	(0.26	)	$	(0.17	)
Loss per share, diluted	$	(0.26	)	$	(0.17	)

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

SRx Health Solutions Inc. ~~(formerly Better Choice Company, Inc.)~~

Unaudited Condensed Consolidated Balance Sheets

(~~U.S.~~Dollars ~~dollars~~ in thousands, except share and per share amounts)

	June 30, 2025			September 30, 2024 (Revised)
	December 31, 2025			September 30, 2025
Assets
Current assets
Current Assets
Cash and cash equivalents	$	~~912~~13,060		$	~~106~~1,309
Accounts receivable, net		83,~~138~~056			93,~~275~~945
Inventories, net		51,~~132~~318			32,~~369~~078
Due from related parties		-			369
Prepaid expenses and other current assets		1,403			794
Prepaid expenses and other current assets		10,337			496
Total Current Assets		18,837			8,126
Current portion of lease receivable		8			21
Non-current Assets
Total current assets		24,527			13,636
Fixed assets, net		73			88
Non-current assets
Right-of-use assets, operating leases		—			20
Fixed assets, net		3,070			6,031
Digital assets		7,996			—
Right-of-use assets, operating leases		4,717			6,490
Other assets		147			168
Lease receivable, long-term		-			456
Total Assets	$	27,053		$	8,402
Intangible assets		1,124			7,001
Liabilities & Stockholders’ Equity
Deferred tax assets		369			150
Current Liabilities
Other LT assets		178			-
Accounts payable	$	1,247		$	2,147
Total non-current assets		9,458			20,128
Accrued liabilities		1,254			1,375
Total Assets	$	33,985		$	33,764
Operating lease liability, short-term		—			21
LIABILITIES AND SHAREHOLDERS’ EQUITY
Convertible debt, short-term		21,028			—
Current liabilities
Total Current Liabilities		23,529			3,543
Accounts payable	$	38,397		$	39,842
Non-current Liabilities
Accrued liabilities		3,241			1,855
Convertible debt, long-term		—			4,452
Current portion of long-term borrowings		24,836			31,575
Total Non-current Liabilities		—			4,452
Convertible debt		1,145			2,230
Total Liabilities		23,529			7,995
Current portion of operating lease liability		1,190			1,469
Stockholders’ Equity
Income tax payable		1,102			300
Common Stock, $0.001 par value, 5,000,000,000 shares authorized, 98,759,805 & 24,915,740 shares issued and outstanding as of December 31, 2025, and September 30, 2025, respectively		102			31
Due to related parties		82			288
Preferred Stock, $0.001 par value, 4,000,000 shares authorized, 19,035 & zero shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively		—			—
Deferred revenue		38			29
Additional paid-in capital, common		21,001			23,304
Short-term borrowings		4,077			3,715
Additional paid-in capital, preferred		13,963			—
Total current liabilities		74,108			81,303
Accumulated deficit		(31,542	)		(22,928	)
Non-current liabilities
Total Stockholders’ Equity		3,524			407
Long-term borrowings		1,903			696
Total Liabilities and Stockholders’ Equity	$	27,053		$	8,402
Operating lease liability, long-term		3,854			5,623
Deferred tax liability		-			1,261
Total non-current liabilities		5,757			7,580
Total liabilities		79,865			88,884
Shareholders’ Equity
Common Stock, $0.001 par value, 200,000,000 shares authorized, 15,161,019 & 22,495,954 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		21			22
Additional paid-in capital		38,642			12,491
Accumulated deficit		(98,424	)		(70,031	)
Accumulated other comprehensive loss		13,881			2,399
Total Shareholders’ Deficit		(45,880	)		(55,119	)
Total liabilities and Shareholders’ Deficit	$	33,985		$	33,764

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

SRx Health Solutions Inc. ~~(formerly Better Choice Company, Inc)~~

Unaudited Condensed Consolidated Statements of ~~Shareholders~~Stockholders’ Equity ~~(Deficit)~~

(~~U.S.~~Dollars ~~dollars~~ in thousands, except shares)

	Number of Shares: #			Common Stock Amount $				Accumulated other comprehensive income (loss) $			Additional paid-in capital $				Accumulated Deficit $				Total Shareholders’ Deficit $
	Shares			Amount				Income			Capital					Deficit				Equity
Balance as at September 30, 2023		22,030,917			22				(11,240	)		7,361				(13,999	)			(17,856	)
	Common Stock							Accumulated Other Comprehensive			Additional Paid-In					Accumulated				Total Stockholders’
Share-based compensation		-			-				-			2,582				-				2,582
	Shares			Amount				Income			Capital					Deficit				Equity
Settlement of RSUs		980,268			1				-			(1	)			-				-
Balance as of September 30, 2024		22,495,955		$	22		-	$	2,399		$	12,491		-	-	$	(70,031	)		$	(55,119	)
Share redemption		(1,142,676	)		(1	)			-			1				-				-
Share-based compensation		—			—				—			424					—			$	424
Equity issued in business combinations		120,860			-				-			401				-				401
Settlement of RSUs		896,484			—				—			(1,924	)				—			$	(1,924	)
Net loss		-			-				-			-				(11,077	)			(11,077	)
Conversion of convertible debt		361,513			—				—			(3,471	)				—			$	(3,471	)
Foreign currency translation adjustment		-			-				4,267			-				-				4,267
Share issuance		224,056			—				—			—					—			$	—
Balance as at June 30, 2024		21,989,369			22				(6,973	)		10,344				(25,076	)			(21,683	)
Warrant exercises		77,538			—				—			401					—			$	401
Share redemption		(40,324	)		—				—			—					—			$	—
Equity issued in business combinations		32,962			—				—			—					—			$	—
Net loss		—			—		-		—			—		-	-		(3,983	)		$	(3,983	)
Foreign exchange translation adjustment		—			—				—			—					—			$	—
Balance as of December 31, 2024		24,048,184			22		-		2,399			7,921		-	-		(74,014	)			(63,672	)

	Number of Shares #			Common Stock Amount $			Accumulated other comprehensive income (loss) $		Additional paid-in capital $			Accumulated Deficit $			Total Shareholders’ Deficit $
		Shares			Amount			Shares		Amount			Capital - Common			Capital - Preferred			Deficit			Equity
Balance as at September 30, 2024		22,495,954			22			2,399		12,491			(70,031	)		(55,119	)
		Common Stock						Preferred Stock					Additional Paid-In			Additional Paid-In			Accumulated			Total Stockholders’
Balance		22,495,954			22			2,399		12,491			(70,031	)		(55,119	)
		Shares			Amount			Shares		Amount			Capital - Common			Capital - Preferred			Deficit			Equity
Capital contribution for settlement of historical related party loans		-			-			-		-			1,352			1,352
Balance as of September 30, 2025		24,915,740		$	31			—	$	—		$	23,304		$	—		$	(22,928	)	$	407
Share-based compensation, pre-merger		2,154,356			2			-		2,419			-			2,421
Balance		24,915,740		$	31			—	$	—		$	23,304		$	—		$	(22,928	)	$	407
Conversion of convertible debt, pre-merger		470,503			-			-		927			-			927
Share-based compensation		2,723,691			3			—		—			958			—			—		$	961
Shares issued for settlement of accounts payable		3,413,885			3			-		6,726			-			6,729
Exercise of prefunded warrants		2,756,697			—			—		—			—			—			—		$	—
Shares issued for private placement, pre-merger		231,381			-			-		438			-			438
Retraction of exchangeable shares and conversion to common stock		7,676			—			—		—			—			—			—		$	—
Warrant exercises, pre-merger		77,538			-			-		(71	)		-			(71	)
ELOC shares issued		68,356,001			68			—		—			16,026			—			—		$	16,094
Shares redeemed in connection with business combinations*		(26,323,200	)		(26	)		-		(7,244	)		-			(7,269	)
ELOC Commitment Note		—			—			—		—			(20,000	)		—			—		$	(20,000	)
Share-based compensation, post-merger		890,102			1			-		2,030			-			2,031
Issuance of Series A convertible preferred stock and warrants		—			—			19,035		—			1,015			13,963			—		$	14,978
Shares issued for private placement, post-merger		1,280,000			9			-		8,791			-			8,800
Warrants cancelled		—			—			—		—			(302	)		—			—		$	(302	)
Shares issued for acquisition costs		1,599,231			1			-		3,341			-			3,342
Net loss		—			—			—		—			—			—			(8,614	)	$	(8,614	)
Fair value of shares issued to acquire Better Choice		8,898,069			9			-		8,930			-			8,939
Balance as of December 31, 2025		98,759,805		$	102			19,035	$	—		$	21,001		$	13,963		$	(31,542	)	$	3,524
Shares repurchased		(76,800	)		-			-		(137	)		-			(137	)
Balance		98,759,805		$	102			19,035	$	—		$	21,001		$	13,963		$	(31,542	)	$	3,524
Exercise of pre-funded warrants		50,000			-			-		-			-			-
Net loss		-			-			-		-			(29,745	)		(29,745	)
Foreign currency translation adjustment		-			-			11,482		-			-			11,482
Balance as at June 30, 2025		15,161,019			21			13,881		38,642			(98,424	)		(45,880	)
Balance		15,161,019			21			13,881		38,642			(98,424	)		(45,880	)

See accompanying notes to the unaudited condensed consolidated financial statements.

* Amounts have been retrospectively adjusted to reflect the capital structure of Better Choice Company Inc., the legal acquirer, in accordance with ASC 805-40. This adjustment reflects the par value difference and restated share count using the agreed upon exchange ratio of 1.76.

Table of Contents

SRx Health Solutions Inc. ~~(formerly Better Choice Company, Inc.)~~

Unaudited Condensed Consolidated Statements of Cash Flows

(~~U.S.~~Dollars ~~dollars~~ in thousands)

	2025			2024
	Nine Months Ended June 30,
	Three Months Ended
	December 31,
	2025			2024
Operating activities
Cash Flow from Operating Activities:
Net loss	$	(298,~~745~~614	)	$	(113,~~077~~983	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		~~2,923~~15			~~3,322~~920
Impairment expense		2,690			-
Interest expense on lease liability		—			92
Interest expense on lease liability		278			353
Share-based compensation		961			424
Bargain purchase gain		(1,693	)		-
Debt discount amortization		1,108			—
Acquisition costs		3,341			-
Future tax recovery		—			30
Gain on disposal of assets, net		(4,254	)		-
Bad debt expense		(9	)		—
Share-based compensation		4,451			2,582
Income tax provision		4			—
Shares issued for settlement of accounts payable		6,730			-
Change in fair value of digital assets		464			—
Income tax benefit, net		(678	)		(452	)
Loss on settlement of debt		3,064			—
Loss on sale of cryptocurrency assets		35			-
Changes in operating assets and liabilities:
Working capital changes
Accounts receivable, net		897			5,520
Accounts receivable, net		2,969			(1,623	)
Inventories, net		760			1,173
Inventories, net		1,927			1,793
Prepaid expenses and other assets		(587	)		(39	)
Prepaid expenses and other assets		(10,019	)		314
Accounts payable		(900	)		(2,713	)
Accounts payable		4,804			5,181
Accrued liabilities		(85	)		—
Accrued liabilities		70			220
Other		—			39
Operating leases, net		(82	)		-
Cash (Used in) Provided by Operating Activities	$	(2,922	)	$	1,463
Deferred revenue		509			-
Cash Flow from Investing Activities:
Net cash (used in) provided by operating activities		(15,744	)		613
Purchase of digital assets		(8,460	)		—
Investing activities
Cash paid for acquisitions, net of assets acquired		—			2,850
Capital expenditures		-			(996	)
Capital expenditures, net of disposals		—			(157	)
Cash acquired in business combination		5,940			-
Purchase of intangible assets, net of disposals		—			(1	)
Proceeds from sale of cryptocurrency assets		2,041			-
Cash (Used in) Provided by Investing Activities	$	(8,460	)	$	2,692
Purchase of cryptocurrency assets		(2,076	)		-
Cash Flow from Financing Activities:
Proceeds from sale of assets		7,375			-
Proceeds from issuance of common stock		16,094			—
Payments to acquire assets		-			(3,494	)
Proceeds from issuance of preferred stock		8,912			—
Net cash provided by (used in) investing activities		13,280			(4,490	)
Repayment of senior debt		—			(4,892	)
Financing activities
Repayment of convertible debt		(1,623	)		—
Payment of lease liability		-			(1,609	)
Proceeds from share issuance		—			674
Proceeds from short term borrowings		859			2,562
Proceeds from short-term borrowings		—			653
Repayment of short-term borrowings		(1,662	)		-
Proceeds of loans payable		—			429
Proceeds from long-term borrowings		2,470			4,288
Payment of principal portion of lease liabilities		—			(414	)
Repayment of long-term borrowings		(7,614	)		(1,400	)
Cash paid for financing costs		(250	)		—
Proceeds from private placements		9,238			-
Cash Provided by (Used in) Financing Activities	$	23,133		$	(3,550	)
Payments for share repurchases		(137	)		-
Net cash provided by continuing operations	$	11,751		$	—
Net cash provided by financing activities		3,154			3,841
Net cash used in discontinued operations		—			605
Net increase (decrease) in cash and cash equivalents		690			(36	)
Net increase in cash and cash equivalents		11,751			605
Effect of foreign currency translation adjustments		~~116~~—			(~~1,546~~18	)
Cash and cash equivalents, beginning of period		106			2,070
Total cash and cash equivalents, beginning of period		1,309			102
Cash and cash equivalents, end of period	$	912			488
Total cash and cash equivalents, end of period	$	13,060		$	689
Supplemental schedule of cash flow information:
Cash paid for interest		(1,549	)		(2,662	)
Cash paid for interest during the period	$	—		$	—
Disclosure of non-cash financing activities:
Conversion of convertible debt		(927	)		-
Capital contribution for settlement of historical related-party loans		1,352			-

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of business and summary of significant accounting policies

Nature of the business

SRx Health Solutions, Inc. (formerly Better Choice Company, Inc.) and its subsidiaries are together referred to in these ~~condensed~~ consolidated financial statements as the “Company”.”

On April 24, 2025, SRx Health Solutions, Inc., a corporation incorporated under the laws of the Province of Ontario on April 26, 2022 (“SRx Canada” or the “Accounting Acquirer”), consummated a business combination (the “Merger”) with Better Choice Company, Inc., a Delaware corporation (“Better Choice” or the “Legal Acquirer”). In the Merger, 1000994476 Ontario Inc. (“AcquireCo”), an indirect wholly-owned subsidiary of Better Choice, amalgamated with and into SRx Canada, with SRx Canada surviving the amalgamation and continuing its operations under the new legal name SRx Health Solutions (Canada) Inc. (“SRx Canada”), an indirect wholly-owned subsidiary of Better Choice.

In connection with the Merger, Better Choice changed its corporate name to “SRx Health Solutions, Inc.”,” and adopted the operations of the Accounting Acquirer as its primary business. As such, SRx Canada is the continuing reporting entity for accounting purposes. ~~Refer~~These tocondensed ~~Note~~consolidated 4financial –statements ~~Business~~should ~~Combinations~~be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for ~~more~~the ~~information~~year ended September 30, 2025, filed with the SEC on December 5, 2025.

SRx Canada’s registered head office was originally located at 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5. Post the Merger, the Company’s registered head office remained at ~~12400~~801 ~~Race~~US ~~Track~~Highway ~~Road~~1, ~~Tampa~~North Palm Beach, Florida ~~33626~~33408.

~~The~~Effective ~~Company~~during ~~operates~~the asyear aended ~~vertically~~September ~~integrated~~30, ~~healthcare~~2025, ~~organization~~the ~~and~~Company ~~branded~~made ~~pet~~the ~~wellness~~strategic ~~company.~~decision ~~The~~to ~~Company~~discontinue ~~consolidated~~ the operations of ~~two~~its ~~business segments: (i)~~ Canadian pharmacy and healthcare services business conducted through SRx Canada. As a result, the SRx healthcare business is classified and ~~(ii)~~presented as a discontinued operation in these consolidated financial statements in accordance with ASC 205-20. Following this discontinuation, the Company’s continuing operations consist solely of its premium pet health and nutrition products ~~sold~~segment operated through ~~its subsidiary~~ Halo, Purely for Pets, Inc.~~, a Delaware corporation (“Halo”).~~

On August 12, 2025, SRx Canada initiated restructuring proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) in Canada. The CCAA filing relates exclusively to the discontinued SRx healthcare business and does not impact the Company’s continuing pet food and pet wellness operations. Additional information regarding the discontinuation of the SRx healthcare segment, related CCAA proceedings, and the associated financial reporting impacts is provided in Note 17 – Discontinued operations.

Halo Spin-Out Distribution

On April 25, 2025, the Company distributed (the “Spin-Out Distribution”) to the Better Choice stockholders of record as of April 23, 2025 (the “Record Stockholders”) one share of Class A Common Stock, par value $0.001, of Halo Spin-Out SPV Inc., a Delaware corporation (“Halo SPV”), for every one share of Better Choice common stock held by the Record Stockholders. Halo SPV ~~holds~~held 17% of the issued and outstanding capital stock of Halo, Purely for Pets, Inc. (“Halo”).

The ownership of Halo SPV following the Spin-Out Distribution mirrored the ownership of Better Choice immediately prior to the Merger and the Spin-Out Distribution. As such, the Record Stockholders, who received the Halo SPV shares, are the same ultimate owners who indirectly held Halo prior to the Spin-Out Distribution. Accordingly, the Spin-Out Distribution did not result in a substantive change in ownership of Halo from the perspective of the Company’s ~~condensed~~ consolidated financial statements. In accordance with ASC 810, Consolidation, the Spin-Out Distribution represented a reorganization of ownership interests under common control and was therefore treated as a common control equity reorganization, with transfers of interests accounted for as equity transactions. Halo continues to be fully consolidated, with no change in the Company’s accounting treatment.

InOn ~~accordance~~August ~~with ASC 810~~21, ~~Consolidation~~2025, the ~~Spin-Out~~Company ~~Distribution~~entered ~~represented~~into a ~~reorganization~~Share ofExchange ~~ownership~~Agreement ~~interests~~(the ~~under~~“Exchange ~~common control,~~Agreement”) ~~and~~with isHalo ~~therefore~~Spin-Out ~~treated~~SPV, aswhereby the aCompany ~~common~~acquired ~~control~~the ~~equity~~17% ~~reorganization,~~interest ~~with~~of ~~those~~Halo ~~transfers~~previously ofheld ~~interests~~by ~~accounted~~SPV in exchange for asthe ~~equity transactions.~~issuance Asof ~~such~~4,950,000 ~~the~~shares ~~transaction~~of ~~does~~the ~~not~~Company’s common ~~give~~stock. ~~rise~~Following tothe transaction, the ~~presentation~~Company ofowns a100% ~~noncontrolling~~of ~~interest~~Halo. inThis ~~the~~transaction ~~Company’s~~is ~~condensed consolidated~~accounted ~~financial~~for ~~statements.~~as ~~Halo~~an ~~continues~~equity totransaction beand did ~~fully~~not ~~consolidated,~~result ~~with~~in noa change into the Company’s ~~accounting~~total ~~treatment~~controlling interest of Halo.

On August 12, 2025, SRx Canada filed for protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). Refer to Note 23 – Subsequent Events for additional details.

Note 2 – Basis of Preparation

Statement of Compliance

The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the U.S.(“GAAP”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 are not necessarily indicative of the results that ~~may~~ may be expected for any other reporting period.

These consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated in the significant accounting policies. These consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearest thousand ($000), except when otherwise indicated.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended September 30, 2025, filed with the SEC on December 5, 2025.

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Revision of Prior Period Financial Information

In connection with the preparation of the condensed consolidated financial statements for the nine months ended June 30, 2025, the Company identified an immaterial error in revenue recognized in the fiscal year ended September 30, 2024, related to prescriptions that had been billed but not dispensed and therefore did not meet the criteria for revenue recognition under ASC 606. These prescriptions were a group of high-cost Hepatitis-C prescriptions, primarily related to an isolated patient population within a legacy government-funded care program, that remained in pharmacy workflow and had not been reversed due to deficient controls at the time of original billing.

To correct this error, the Company recorded a reduction to accumulated deficit of approximately $1.8 million as of September 30, 2024, which reflects the impact on previously reported net income. The adjustment is reflected in the current period condensed consolidated financial statements and does not result in any change to previously reported trends, segment information, compliance with covenants or regulations, or other key financial metrics.

Management assessed the materiality of this matter under SEC Staff Accounting Bulletins No. 99 and No. 108 and concluded that, based on currently available information, the matter is not material to previously issued financial statements, either individually or in the aggregate. Management is continuing its assessment, and the amount of the adjustment to accumulated deficit could change as the assessment is finalized.

Management has submitted the matter to relevant regulatory authorities in accordance with applicable reporting obligations. In addition, the Company implemented enhanced procedures across its operations to improve the estimation and review of unfulfilled prescription billings and continues to evaluate further enhancements to its internal control environment.

Consolidation

The condensed consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries. When the Company does not own all of the equity in a subsidiary, the non-controlling interest is disclosed as a separate line item in the condensed consolidated statements of financial position and the earnings accruing to non-controlling interest holders are disclosed as a separate line item in the condensed consolidated statements of operations. The financial results of subsidiaries are included in the condensed consolidated financial statements from the date on which control commences, until the date on which control ceases. Intercompany balances and transactions are eliminated upon consolidation. Control is achieved when the Company is exposed to, or has the right to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Going concern

~~These~~The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which ~~assumes~~contemplates the realization of assets and the settlement of liabilities in the ordinary course of business. The Company has historically incurred operating losses and experienced negative operating cash flows; however, management has implemented actions to improve liquidity and operating performance, including cost-reduction initiatives, margin improvement measures, and securing additional financing, as further described in Note 6 – Debt.

AsAfter ofconsidering ~~June~~these ~~30,~~actions ~~2025~~ and ~~September~~the ~~30,~~Company’s ~~2024,~~cash flow forecasts for the ~~Company~~twelve ~~had~~months anfollowing ~~accumulated~~the ~~deficit~~issuance of ~~$98.4~~these ~~million~~consolidated financial ~~and~~statements, ~~$70.0~~management ~~million,~~believes ~~respectively,~~the ~~and working~~Company ~~capital~~will ~~deficiency~~have ofsufficient ~~$49.6~~liquidity ~~million~~to ~~and~~meet ~~$67.7~~its ~~million,~~obligations ~~respectively~~as they become due. ~~The~~Accordingly, management ~~Company~~has ~~incurred~~determined athat ~~net~~there ~~loss~~are ofno ~~$15.1~~material ~~million~~uncertainties ~~and~~that ~~$29.7 million~~cast indoubt on the ~~three~~Company’s ~~and~~going ~~nine~~concern ~~months~~status, ~~ended~~and ~~June~~management has ~~30,~~a ~~2025,~~reasonable ~~respectively.~~expectation ~~The~~that the Company ~~incurred~~has aadequate ~~net~~resources ~~loss~~to ofcontinue ~~$3.1~~in ~~million~~operational ~~and~~existence ~~$11.1~~beyond ~~million in~~December ~~the~~31, ~~three~~2025, and the ~~nine~~condensed ~~months~~consolidated ~~ended~~financial ~~June~~statements ~~30,~~continue ~~2024,~~to ~~respectively~~be prepared using the going concern assumption.

The Company is also subject to certain financial covenants under its senior secured term facilities with Canadian Western Bank (“CWB”). As of June 30, 2025 and September 30, 2024, the Company was not in compliance with these covenants. As a result, the debt has been classified as current and the Company is in active discussions with the lender regarding an amendment. Refer to Note 11 – Debt for more information.

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These conditions—recurring operating losses, negative operating cash flows, working capital deficiency, and covenant violations—represent the principal conditions that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued.

Management has evaluated these conditions and concluded that, absent additional sources of liquidity or material improvement in the Company’s operating performance, the Company may not be able to meet its obligations as they become due.

To address these uncertainties, management has developed and is actively pursuing the following plans:

● Subsequent to June 30, 2025, the Company sought creditor protection through formal proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). Refer to Note 23 – Subsequent events for more information;

● Seeking to raise additional capital through equity and/or debt offerings;

● Continuing discussions with existing and potential lenders to restructure or refinance outstanding debt and obtain covenant waivers, if necessary;

● Implementing cost control measures and operational efficiencies to reduce cash burn;

● Scaling higher-margin service lines and expanding the Company’s commercial footprint to increase revenue;

● Evaluating the monetization or divestiture of non-core assets to improve liquidity.

While management believes these actions may provide short-term liquidity and operational improvements, there is no assurance that these plans will be successful or that the Company will be able to obtain the necessary financing or amendments to current financing with covenant violations on acceptable terms. As such, there is a material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

In August 2025, the Company initiated proceedings under the Companies’ Creditors Arrangement Act (CCAA) in Canada to facilitate a court-supervised restructuring of its business and financial affairs. The CCAA process provides the Company with protection from creditor claims while it seeks to implement a restructuring plan. As a result of the CCAA filing, the Company has undertaken material changes in operations, including the divestiture of certain non-core assets and store locations, workforce reductions, and efforts to streamline its cost structure. These actions are intended to stabilize operations and improve liquidity. However, the outcome of the CCAA process remains uncertain, and there can be no assurance that the Company will be successful in implementing a viable restructuring plan. Accordingly, the CCAA proceedings further contribute to the material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

In addition, the Company’s U.S. pet food business, acquired through the legacy Better Choice operations, continues to experience significant liquidity constraints and operating losses. This segment has not achieved profitability and remains reliant on external financing to fund its operations. Management is actively evaluating strategic alternatives for the pet food business, including potential restructuring, divestiture, or wind-down. These conditions also contribute to the overall uncertainty regarding the Company’s ability to continue as a going concern.

These condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty, including adjustments to the carrying values and classifications of assets and liabilities, which could be material should the Company be unable to continue its operations.

Fiscal, Regulation and Other Federal Policies

Significant changes in, and uncertainty with respect to, legislation, regulation, government policy and economic conditions could adversely affect the Company’s business. Specific legislative and regulatory proposals that could have a material impact on the Company include, but are not limited to, modifications to international trade policy (such as tariffs); public company reporting requirements; and environmental regulation.

The Company cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Accordingly, it is difficult to predict how such actions may impact the Company’s business, or the business or habits of its customers. The Company’s business operations, as well as the businesses of its customers on which it is substantially dependent, are located in countries at risk for escalating trade disputes, including the U.S. Any resulting trade wars could have a significant adverse effect on world trade and could adversely impact the Company’s consolidated financial condition, results of operations and cash flows.

11Use of estimates

~~Table~~The preparation of ~~Contents~~the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

~~Note~~In 3the –opinion ~~Summary~~of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the ~~significant~~results ~~accounting~~of ~~policies~~operations for the three months ended December 31, 2025 and 2024, the financial position as of December 31, 2025 and September 30, 2025 and the cash flows for the three months ended December 31, 2025 and 2024.

Summary of significant accounting policies

For additional information, please refer to the most recently filed Annual Report regarding the Company’s summary of significant accounting policies.

Cash and cash equivalents

Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments.

~~Segment information~~10

~~Operating segments~~Table ~~are defined as components~~ of an enterprise for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its Board of Directors functions as the CODM.Contents

~~Following~~Accounts ~~the~~ receivable ~~reverse merger completed on April 24, 2025, the Company began reporting two reportable segments: Health Solutions~~ and ~~Consumer~~allowance ~~Products. The~~for ~~Health~~credit Solutions segment consists of the Company’s pharmacy operations across Canada, which represent the Company’s core business. The Consumer Products segment includes the legacy Halo pet food business, which operates primarily in the United States and includes dry food, wet food, treats, and other premium pet products.losses

~~These~~Accounts ~~segments~~receivable ~~reflect~~consist of unpaid buyer invoices from the Company’s ~~internal~~customers ~~management~~and ~~structure~~credit card payments receivable from third-party credit card processing companies. Accounts receivable is stated at the amount billed to customers, net of point of sale and ~~are~~cash ~~evaluated~~discounts. The ~~separately~~Company byassesses the ~~CODM~~collectability ~~based~~of all receivables on ~~differences~~an inongoing ~~their~~basis by considering its historical credit loss experience, ~~operational~~current ~~models~~economic conditions, ~~customer~~and ~~bases~~other relevant factors. Based on this analysis, an allowance for credit losses is recorded, and ~~economic~~the provision ~~characteristics~~is included within SG&A expense. The ~~accounting~~Company ~~policies~~recorded ofapproximately ~~the~~zero ~~segments~~and ~~are~~$0.1 ~~consistent~~million ~~with~~allowance ~~those~~for ~~described in~~credit losses for the ~~accompanying~~three ~~condensed~~months ~~consolidated~~ended ~~financial~~December ~~statements.~~31, ~~See~~2025 ~~Note~~and 14year –ended ~~Segment~~September ~~Information~~30, 2025.

~~Business combinations and goodwill~~Inventories

~~Business~~Inventories, ~~combinations~~consisting ~~are~~of ~~accounted~~finished goods available for sale as well as packaging materials, are valued using the ~~acquisition~~first-in first-out (“FIFO”) method inand ~~accordance~~are ~~with~~recorded ~~ASC~~at ~~805.~~the ~~The~~lower of cost ofor annet ~~acquisition~~realizable value. Cost is ~~measured~~determined ason a standard cost basis and includes the purchase ~~aggregate~~price, ofas ~~the~~well ~~consideration~~as ~~transferred,~~inbound ~~which~~freight iscosts ~~measured~~and atpackaging ~~fair~~costs. Net realizable value atis the ~~acquisition~~estimated ~~date,~~selling ~~and~~price in the ~~amount~~ordinary course of ~~any~~business, ~~noncontrolling interest~~less in the ~~acquiree~~estimated selling expenses. ~~For~~Inventories ~~each~~are ~~business~~written ~~combination,~~down to net realizable value when the ~~Company~~cost ~~elects~~of inventories is estimated to ~~measure~~be ~~the~~unrecoverable ~~noncontrolling~~due ~~interest~~to ~~either~~obsolescence, atdamage, ~~fair~~shrinkage, ~~value~~ or atdeclining ~~the~~selling ~~noncontrolling~~prices. ~~interest’s~~Write-downs ~~proportionate~~to ~~share~~inventory ofare ~~the~~non-reversible even ~~acquiree’s~~when ~~identifiable~~circumstances ~~net~~that ~~assets~~previously caused inventories to be written down below cost no longer exist. ~~Acquisition-related~~The ~~costs~~Company records consideration ~~are~~received ~~expensed~~from suppliers as ~~incurred~~a ~~and~~reduction ~~included~~to the cost of inventory. These amounts are recognized in ~~administrative~~cost ~~expenses~~of sales when the associated inventory is sold.

AtThis ~~the~~policy ~~acquisition~~applies ~~date,~~to ~~the~~inventories ~~Company~~held ~~assesses~~in ~~the~~continuing ~~classification~~operations. ~~and~~Inventories ~~designation~~related ofto the ~~financial~~discontinued ~~assets~~Health ~~and~~Solutions ~~liabilities~~segment, ~~assumed~~previously consisting ~~based~~of ~~on the~~SRx ~~contractual~~Canada ~~terms~~pharmacy operations, ~~economic~~are ~~conditions,~~classified ~~and~~as ~~other~~assets ~~relevant~~of ~~factors,~~discontinued ~~including~~operations ~~embedded~~and ~~derivatives~~are disclosed separately in ~~host~~Note 17 ~~contracts~~– Discontinued operations.

~~Goodwill~~Digital is initially measured as the excess of the aggregate consideration transferred, the amount of any noncontrolling interest, and the fair value of any previously held equity interest in the acquiree over the fair value of the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired exceeds the total consideration transferred, the Company reassesses the measurement of the net assets and consideration. If the reassessment confirms the excess, a gain is recognized in the condensed consolidated statement of operations.Assets

~~After~~Pursuant ~~initial~~to ~~recognition~~ASU 2023-08, ~~goodwill~~Intangibles is— ~~carried~~Goodwill atand ~~cost~~Other ~~less~~— ~~any~~Crypto ~~accumulated~~Assets: ~~impairment~~Accounting ~~losses.~~for ~~Goodwill~~and isDisclosure ~~allocated~~of toCrypto ~~the~~Assets, ~~Company’s~~codified ~~reporting~~into ~~units~~ASC subtopic 350-60, ~~which~~in-scope crypto assets are ~~generally~~required ~~consistent~~to ~~with~~be ~~its~~measured ~~operating~~at ~~segments~~fair value in the statement of financial position, with ~~for~~gains and losses from changes in the ~~purpose~~fair value of ~~annual~~such ~~impairment~~crypto ~~testing~~assets orrecognized ~~more~~in ~~frequently~~net income each reporting period. ASU 2023-08 ifalso ~~impairment~~requires ~~indicators~~certain ~~exist~~interim and annual disclosures for crypto assets within the scope of the standard.

IfBased aon ~~portion~~the ofabove, athe ~~reporting~~Company ~~unit~~has isadopted ~~disposed~~ASU ~~of,~~2023-08 ~~goodwill~~for ~~associated~~Q1 ~~with~~2026. ~~the~~Cryptocurrency ~~disposed~~holdings ~~reporting~~are ~~unit~~classified isas ~~included~~digital inassets ~~the~~under ~~carrying~~ASC ~~amount~~350-60 ofand ~~the~~measured ~~operation~~at ~~when~~fair ~~determining~~value, ~~the~~with ~~gain~~changes orin ~~loss~~fair onvalue ~~disposal~~of digital assets recognized in net income. ~~The~~No ~~goodwill~~adjustments ~~allocated~~or toreclassifications are required for the ~~disposed~~quarter. ~~operation~~Under ASU 2023-08, impairment analysis is ~~measured~~no ~~based~~longer ~~on the~~required. ~~relative~~Change in fair ~~values~~value of ~~the~~digital ~~portion~~assets ~~disposed~~are instead ~~and~~recorded ~~the~~in ~~portion~~net ~~retained~~income each period.

The Company determines the fair value of its digital assets in accordance with ASC 820, using quoted (unadjusted) prices in active markets on the Coinbase exchange, which the Company has identified as its principal market. Because valuation is based on observable quoted prices, digital assets are classified within Level 1 of the fair value hierarchy.

Fixed Assets

Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, and depreciation expense is included within SG&A expense. Expenditures for normal repairs and maintenance are charged to operations as incurred. The cost of fixed assets that are retired or otherwise disposed of and the related accumulated depreciation are removed from the fixed asset accounts in the year of disposal and the resulting gain or loss is included in SG&A expense.

The Company assesses potential impairments of its fixed assets whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. An impairment charge would be recognized when the carrying amount of the identified asset grouping exceeds its fair value and is not recoverable, which would occur if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the identified asset grouping.

Convertible Debt

The Company accounts for convertible debt instruments in accordance with ASC 470, Debt, and ASU 2020-06, which eliminated the requirement to separately account for embedded conversion features as equity when certain criteria are met. As such, convertible debt instruments that do not require separate derivative accounting under ASC 815 are accounted for entirely as liabilities and recorded at amortized cost. Debt issuance costs are capitalized and amortized to interest expense over the term of the instrument using the effective interest method. Upon conversion, the carrying amount of the debt is reclassified to equity with no gain or loss recognized. If a convertible instrument contains an embedded feature that does not qualify for the equity scope exception, it is accounted for separately as a derivative liability at fair value with changes recognized in earnings.

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Preferred Stock

The Company classifies its Series A convertible preferred stock as temporary or permanent equity based on the specific terms and conditions of the instrument and the guidance in ASC 480 and ASC 815. The Company evaluates embedded features, including conversion and redemption provisions, to determine whether such features require bifurcation as derivative liabilities or affect equity classification. Issuance proceeds are allocated to the preferred stock and any freestanding equity-classified instruments based on their relative fair values.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The Pre-Funded and Representative Warrants (as defined in Note 9) are equity classified.

Income taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of the three months ended December 31, 2025 and year ended September 30, 2025, the Company does not have any significant uncertain income tax positions. If incurred, the Company would classify interest and penalties on uncertain tax positions as income tax expense.

The Company was incorporated on May 6, 2019. Prior to this date, the Company operated as a flow through entity for state and U.S. federal tax purposes. The Company files a U.S. federal and state income tax return, including for its wholly owned subsidiaries.

Revenue

The Company generates revenue primarily from the sale of consumer products, including dry food, wet food, treats, and other premium pet products. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods.

The Company has concluded that it acts as the principal in its revenue arrangements, as it controls the goods before they are transferred to the customer. The Company does not have material financing components or significant variable consideration in its customer contracts.

Revenue from product sales is recognized when the products are shipped to the customer, which is the point at which control has transferred. Amounts billed and due from customers are recorded as accounts receivable. The Company provides for estimated sales returns and allowances, which are not material. Trade incentives, including customer pricing allowances, merchandising funds, and point-of-sale discounts, are recognized as reductions to revenue based on historical experience, estimated redemption rates, and management’s judgment.

Revenues from services formerly provided by the Health Solutions segment, including specialty healthcare services from SRx Canada, are presented as discontinued operations and are excluded from continuing operations.

The accounting policies for revenue recognition in the Consumer Products segment are consistent with those described above and in the accompanying consolidated financial statements.

Cost of goods sold

Cost of goods sold consists primarily of the cost of product obtained from co-manufacturers, packaging materials, freight costs for shipping inventory to the warehouse, as well as third-party warehouse and order fulfillment costs.

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In connection with the reverse merger between SRx and Better Choice, the Company recorded a bargain purchase gain, which arises when the fair value of the net identifiable assets acquired exceeds the total consideration transferred. This typically occurs in a business combination where the acquirer purchases the acquiree at a discount, often due to financial distress or other market factors. In accordance with ASC 805 – Business Combinations, the excess was recognized as a gain in the condensed consolidated statement of operations in the period the transaction closed, after confirming that all assets acquired and liabilities assumed were appropriately measured and no measurement errors existed.Advertising

~~Accounts~~The ~~receivable~~Company charges advertising costs to expense as incurred and such charges are included in selling, general and administrative (“SG&A”) expense. The Company’s advertising expenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimburses its customers and third parties for in store activities and records these costs as advertising expenses. Advertising costs were $0.5 million for the three months ended December 31, 2025.

~~Accounts receivable consist of unpaid buyer invoices from the Company’s customers and credit card payments receivable from third~~Share-~~party credit~~based card processing companies. Accounts receivable is stated at the amount billed to customers, net of point of sale and cash discounts. The Company assesses the collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current economic conditions, and other relevant factors. Based on this analysis, an allowance for credit losses is recorded, and the provision is included within SG&A expense.compensation

~~Fair~~Share-based compensation awards are measured at their estimated fair value ~~measurement~~on each respective grant date. The Company recognizes share-based payment expenses over the requisite service period. The Company’s share-based compensation awards are subject only to service based vesting conditions. Pursuant to ASC 718-10-35-8, the Company recognizes compensation cost for stock awards with only service conditions that have a graded vesting schedule on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. Forfeitures are recognized as they occur.

Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on the assumption that the transaction to sell the asset or transfer the liability takes place either:

● In the principal market for the asset or liability, or

● In the absence of a principal market, in the most advantageous market to which the Company has access.

The principal or most advantageous market must be accessible by the Company at the measurement date. Fair value measurements reflect the assumptions that market participants would use when pricing the asset or liability, including assumptions about risk, acting in their economic best interest.

The Company utilizes valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value. These techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The Company classifies fair value measurements using a three-level hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable inputs:

● Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

● Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 – Unobservable inputs for the asset or liability that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Assets and liabilities measured at fair value on a recurring or nonrecurring basis are categorized within this hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety.

Share repurchases

In April 2024, the Company’s board of directors authorized and approved a stock repurchase plan (the “Repurchase Plan”) for up to $5.0 million of the currently outstanding shares of the Company’s common stock through December 31, 2024. Repurchased shares are immediately retired and returned to unissued status. ~~During the period April 24, 2025 to June 30, 2025, 76,800 shares were repurchased.~~ On April 17, 2025, the Repurchase Plan was reinstated and authorization increased to $6.5 million. During the three months ended December 31, 2025, no shares were repurchased.

Operating leases

The Company determines if a contract or arrangement meets the definition of a lease at inception. The Company has elected to make the accounting policy election for short-term leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Lease renewal options are only included in the measurement if the Company is reasonably certain to exercise the optional renewals. Any variable lease costs, other than those dependent upon an index or rate, are expensed as incurred. If a lease does not provide a readily available implicit rate, the Company estimates the incremental borrowing discount rate based on information available at lease commencement.

The Company’s only remaining operating lease as of December 31, 2025 relates to office space. There are no material residual value guarantees or material restrictive covenants.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy uses a framework which requires categorizing assets and liabilities into one of three levels based on the inputs used in valuing the asset or liability.

Level 1 inputs are unadjusted, quoted market prices in active markets for identical assets or liabilities.

Level 2 inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3 inputs include unobservable inputs that are supported by little, infrequent or no market activity and reflect management’s own assumptions about inputs used in pricing the asset or liability.

Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments recognized on the Consolidated Balance Sheets consist of cash and cash equivalents, trade accounts receivable, digital assets, accounts payable, term loan, line of credit, convertible debt, due to/from related parties, accrued liabilities and other liabilities.

Fair value measurements of non-financial assets and non-financial liabilities reflect Level 3 inputs and are primarily used to measure the estimated fair values of goodwill, other intangible assets and long-lived assets impairment analyses.

Basic and diluted loss per share

Basic and diluted loss per share has been determined by dividing the net loss available to common stockholders for the applicable period by the basic and diluted weighted average number of shares outstanding, respectively. Common stock equivalents are excluded from the computation of diluted weighted average shares outstanding when their effect is anti-dilutive.

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~~Revenue~~Segment ~~recognition~~information

~~The~~Operating ~~Company~~segments ~~provides~~are ~~specialty~~defined ~~healthcare~~as ~~and~~components ~~medical~~of ~~treatment~~an ~~services,~~enterprise ~~including~~for ~~pharmacy~~which ~~services,~~separate ~~patient~~financial ~~support~~information ~~programs,~~is ~~diagnostic services,~~available and ~~clinical~~evaluated ~~trials.~~regularly ~~Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control~~by of the ~~promised~~Company’s ~~goods~~Chief orOperating ~~services~~Decision isMaker ~~transferred~~(“CODM”) ~~to the customer,~~ in andeciding ~~amount~~how ~~that~~to ~~reflects~~allocate ~~the~~resources ~~consideration~~and ~~the~~assess performance. The Company ~~expects~~has ~~to be~~determined ~~entitled~~that toits inBoard ~~exchange~~of ~~for~~Directors ~~those~~functions ~~goods~~as orthe ~~services~~CODM.

~~The~~As of September 30, 2025, the Company ~~has~~reports ~~concluded~~a ~~that~~single itreportable issegment, Consumer Products, which includes the ~~principal~~legacy inHalo ~~its~~pet ~~revenue~~food ~~arrangements,~~business. This assegment itoperates ~~controls~~primarily in the ~~specified~~United ~~goods~~States ~~before~~and ~~they~~includes ~~are~~dry ~~transferred to~~food, ~~the~~wet ~~customer~~food, treats, and other premium pet products. The ~~Company~~Health Solutions ~~does~~operations, ~~not~~previously reported as a separate segment, have ~~significant~~been ~~financing~~classified ~~components~~as ordiscontinued ~~material~~operations ~~variable~~as ~~consideration~~further described in ~~its~~Note ~~contracts~~17 ~~with customers~~– Discontinued operations.

~~SRx~~The Consumer Products segment reflects the Company’s internal management structure and is evaluated by the CODM based on its operational ~~main~~model, ~~revenue~~customer ~~streams~~base, ~~include~~and economic characteristics. The accounting policies of the ~~following:~~segment are consistent with those described in the accompanying consolidated financial statements. See Note 14 – Segment information.

~~● Services provided by pharmacies:~~Discontinued Operations

-The Company ~~retail~~classifies ~~pharmacies~~a ~~sell~~component of its business as a discontinued operation when the operations and ~~distributes~~cash ~~specialty~~flows of the component can be clearly distinguished, operationally and ~~traditional~~for ~~prescription~~financial ~~medications;~~reporting purposes, from the rest of the Company, and -the ~~infusion~~component ~~services~~represents a strategic shift that will have a major effect on the Company’s operations and financial results.

●Upon classification ~~Wholesale/distribution~~as –a ~~Distribution~~discontinued ofoperation, ~~drugs~~the ~~and~~results ~~other~~of ~~medications~~operations, ~~for~~cash ~~affiliated~~flows, ~~pharmacies~~ and ~~external~~related ~~clients.~~assets ●and ~~Clinical~~liabilities ~~trial services – provision~~ of ~~clinical~~the ~~trial~~component are ~~services.~~presented ●separately ~~Testing~~in ~~services~~the –consolidated ~~provide~~financial ~~testing~~statements ~~services~~for toall ~~patients.~~periods ●presented ~~Patient~~in ~~support~~accordance ~~programs - SRx has multiple agreements~~ with ~~pharmaceutical~~ASC ~~companies for co~~205-~~payment~~20, ~~support and bridge medication to provide initial medication to patients free~~ Presentation of ~~charge~~Financial ~~while~~Statements ~~waiting~~– ~~for~~Discontinued ~~coverage~~Operations. ~~decision~~Gains ~~and~~or inlosses ~~the~~on ~~expectation that~~ the ~~patient~~disposal ~~will~~of bediscontinued ~~approved for coverage at a later date~~operations, orincluding any adjustments to ~~bridge~~reflect athe ~~gap~~fair ~~during~~value ~~renewal~~less orcosts ~~patient~~to ~~insurance~~sell ~~coverage~~of ~~changes~~net assets, ~~and~~are ~~compassionate~~recognized ~~products~~in ~~for~~the ~~patients~~period ~~with~~in nowhich ~~public~~the ordisposal ~~private coverage and have been denied private or public insurance coverage within programs specified by pharmaceutical companies~~occurs. ~~The Company receives consideration for administering patient support programs from pharmaceutical companies.~~

The Company ~~recognizes~~assesses ~~revenue~~whether ~~related~~any toof ~~services provided by pharmacies at~~ the ~~time~~assets ~~the~~or ~~customer~~liabilities ~~takes possession~~ of the ~~product~~discontinued oroperation ~~service. For~~are ~~retail~~impaired ~~pharmacy~~at ~~sales, each prescription claim has its own arrangement with~~ the ~~customer~~date ~~and~~of isclassification ~~a performance obligation, separate~~ and ~~distinct from other prescription claims. The Company~~ recognizes ~~revenue~~any ~~related~~required toadjustments ~~products~~in ~~provided by wholesale and distribution at~~ the ~~time~~consolidated ~~the~~financial ~~pharmacy customer takes possession of the product~~statements. ~~Revenue~~Subsequent ~~recognition~~changes ~~for~~in ~~infusion~~estimates ~~services~~or ~~provided~~outcomes byrelated ~~the Company’s~~to ~~medical~~discontinued ~~clinics~~operations ~~occurs as services~~ are ~~provided~~recognized toin ~~patients~~the ~~for~~period ~~each~~of ~~infusion service. Customer returns are not material to~~ the ~~Company’s operating results or financial condition~~change. ~~Sales taxes are not included in revenues.~~

~~For~~New ~~retail~~Accounting pharmacy and infusion services, a significant portion of revenue is reimbursed by third-party payors, including pharmacy benefit managers (“PBMs”), private insurers, and government programs. The Company recognizes revenue when control of the product or service has transferred to the customer (generally upon delivery or service completion), and collection is probable. Estimates of variable consideration, including contractual allowances, co-payments, and reimbursement adjustments, are considered based on historical experience and current contract terms. Receivables related to insurance claims are recorded as accounts receivable and are monitored for collection and valuation based on the Company’s experience with each payor class.Standards

~~For~~Recently services provided through clinical studies, revenue is recognized based on attaining pre-defined procedures that are outlined in the agreements with the Company’s customers. At the commencement of a clinical trial study, an agreement is signed that clearly outlines the procedures that the Company must complete over the life of a study. An ongoing, internal assessment is performed to determine the point at which the Company completes a contractual procedure. Revenue is recognized at that time, as each procedure is an individual performance obligation within the agreement and is not dependent on subsequent procedures in order to collect revenues.adopted

~~Patient~~In ~~support~~December ~~program~~2023, ~~revenue~~the isFASB ~~recognized~~issued ~~upon~~ASU ~~invoicing~~2023-08, ~~the~~Intangibles ~~client~~- Goodwill and Other - Crypto Assets (~~i.e.~~Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), ~~pharmaceutical~~which ~~companies~~establishes accounting guidance for crypto assets that meet specified criteria, including that they are (i) intangible, (ii) created or reside on a ~~monthly~~distributed ~~basis~~ledger, ~~for~~(iii) ~~services~~secured ~~provided~~through cryptography, inand (iv) fungible. The cryptocurrency, Coinbase, acquired by the ~~month~~Company during the three months ended December 31, 2025 meets these criteria. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company ~~provides~~adopted athe ~~detailed~~standard ~~breakdown~~for the three months ended December 31, 2025. As a result of ~~all~~the ~~services~~adoption, ~~completed~~the ~~and~~Company ~~pre~~did not have a cumulative-~~approved~~effect ~~reimbursable~~adjustment ~~expenses~~as the Company did not have any Crypto Assets prior to January 1, 2025. In the three months ended December 31, 2025, the digital assets are recognized at fair value.

~~During~~Recently ~~the~~issued ~~three~~accounting ~~and~~pronouncements ~~nine months ended June 30, 2025 and 2024, revenues attributed to infusion services, consulting services, testing services, clinical trial services, or patient support programs were~~ not ~~material.~~yet effective

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): update required disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. The Company has not early adopted this standard. The Company is currently evaluating the impact of the adoption of this amendment.

In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The objective of this update is to reduce the cost and complexity of applying the current expected credit loss model (CECL) to short-term accounts receivable and contract assets. ASU 2025-05 addresses these challenges by introducing a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change over the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that adoption of this amendment will have a material impact on its condensed consolidated financial statements and disclosures.

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AsNote it2 ~~relates~~– to the Halo pet food business, the Company’s customer contracts have a single performance obligation, and revenue is recognized when the product is shipped as this is when it has been determined that control has been transferred. Amounts billed and due from customers are classified as receivables and require payment on a short-term basis and therefore do not have any significant financing components. Revenue is measured as the amount of consideration the Company expects in exchange for transferring goods, which varies with changes in trade incentives the Company offers to its customers. Trade incentives consist primarily of customer pricing allowances and merchandising funds, and point of sale discounts. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management’s experience and current economic trends.

~~Government~~The ~~grants~~Company records revenue net of discounts, which primarily consist of trade promotions, certain customer allowances and early pay discounts.

~~The~~Revenue Company’s government grants reflect compensation received from various provincial and national bodies related to COVID-19 support. Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as other income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.channels

~~Taxes~~The Company groups its revenue channels into three categories: Digital, which includes the sale of product to online retailers such as Amazon and Chewy, as well as Brick & Mortar, which primarily includes the sale of product to Pet Specialty retailers, independent pet stores, and regional distributors; and International, which includes the sale of product to foreign distribution partners and to select international retailers (transacted in U.S. dollars).

WeInformation ~~account~~about ~~for income taxes under~~ the ~~asset~~Company’s ~~and~~net ~~liability~~sales method, which requires the recognition of deferred tax assets (DTAs) and deferred tax liabilities (DTLs) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by ~~using~~revenue ~~enacted~~channel ~~tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs~~ is ~~recognized~~as infollows ~~income~~ (in ~~the period that includes the enactment date.~~thousands):

~~We recognize~~ Schedule DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of ~~existing~~Information ~~taxable~~about ~~temporary~~Revenue differences, projected future taxable income, tax-planning strategies, carry back potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their net recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.Channels

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

	Three months ended December 31,
	2025				2024
Digital ⁽¹⁾	$	2,583	92	%	$	—	—	%
International ⁽²⁾		124	4	%		—	—	%
Brick & Mortar ⁽³⁾		100	4	%		—	—	%
Net Sales ⁽⁴⁾	$	2,807	100	%	$	—	—	%

Property and equipment

(1)	The Company’s Digital channel includes two wholesale customers that amounted to greater than 10% of the Company’s total net sales for the three months ended December 31, 2025.

(2)	None of the Company’s International customers represented greater than 10% of net sales for the three months ended December 31, 2025.

(3)	None of the Company’s Brick & Mortar customers represented greater than 10% of net sales for the three months ended December 31, 2025.

(4)	Prior period amounts have not been presented, as the Company’s prior year operations primarily related to SRX Canada, which has since been deconsolidated and is presented as discontinued operations. Accordingly, the results for the three months ended December 31, 2025 and the year ended September 30, 2025, reflect only the continuing operations of BTTR and Halo and are not comparable to prior periods.

~~Property~~Note ~~and~~3 ~~equipment~~- are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use.Inventories

~~The~~Inventories ~~Company~~are ~~estimates~~summarized ~~the~~as ~~depreciation~~follows of(in ~~property and equipment to be calculated based on the straight-line method using the estimated useful life of the assets, unless otherwise specified~~thousands):

Schedule of ~~estimated useful lives of property and equipment~~Inventories

Computer equipment	3 years
		December 31, 2025		September 30, 2025
Furniture and fixtures	5 years
Food, treats and supplements		$	697	$	1,536
Medical equipment	5 years
Inventory packaging and supplies			621		542
Building	20 years
Total (1)		$	1,318	$	2,078
Automobiles	5 years
Signs	10 years
Leasehold improvements	Lesser of 10 years and Term of lease

Note 4 – Digital assets

The Company holds certain digital assets that meet the definition of crypto assets under with ASC 350, Intangibles—Goodwill and Other, as amended by ASU 2023-08, Accounting for and Disclosure of Crypto Assets. Under ASU 2023-08, qualifying crypto assets are required to be measured at fair value in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in net income in each reporting period.

To qualify for this guidance, a crypto asset must be (i) intangible in nature, (ii) created or reside on a distributed ledger based on blockchain or similar technology, (iii) secured through cryptography, (iv) fungible, and (v) not provide the asset holder with enforceable rights to underlying goods, services, or other assets. All digital assets held by the Company during the period met these criteria and are accounted for in accordance with ASU 2023-08.

As of December 31, 2025, the Company held the following crypto assets (dollars in thousands):

Schedule of crypto assets

	Quantity		Cost Basis		Market Value
	Quantity		Cost Basis		Market Value
Ethereum		1,286	$	4,037	$	3,840
Bitcoin		43		4,006		3,826
Other *		1,039,113		416		330
Total			$	8,459	$	7,996

Other crypto assets consist of tokens such as Akash Network, Centrifuge, Filecoin, Injective Protocol, Chainlink, Maker, Pyth Network, Bittensor, and Celestia, each of which individually represents an immaterial portion of the Company’s total digital asset holdings as of December 31, 2025.

The Company measures its digital assets at fair value at each reporting period in accordance with ASC 820. Because active markets exist for the Company’s digital assets, and unadjusted quoted prices are available, the Company uses Level 1 inputs for valuation. The Company determines fair value based on quoted prices on Coinbase exchange, which the Company has identified as its principal market for its digital assets. Digital assets are recorded at fair value on the condensed consolidated balance sheet within Digital Assets and changes in fair value are recognized as incurred and recorded in “Change in fair value of digital assets” within the condensed consolidated statements of operations.

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~~Subsequent~~The ~~costs~~following ~~are~~table ~~included~~summarizes in the ~~asset~~Company’s ~~carrying~~digital ~~amount or are recognized as a separate~~ asset, aspurchases ~~appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company~~ and ~~the~~unrealized ~~cost~~gains ~~can~~(losses) beon ~~measured~~digital ~~reliably.~~assets ~~Repairs~~for ~~and maintenance costs are charged to~~ the ~~condensed consolidated statement of operations during the~~ period ~~in which they are incurred~~.

~~An item~~ Schedule of ~~property~~digital ~~and~~asset ~~equipment~~purchases and ~~any~~unrealized ~~significant~~gains ~~part initially recognized is derecognized upon disposal~~ (~~i.e., at the date the recipient obtains control~~losses) ~~or when no future economic benefits are expected from its use or disposal. Any gain or loss arising~~ on ~~derecognition of~~digital the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the condensed consolidated statements of operations when the asset is derecognized.assets

Depreciation methods, useful lives and residual values are reviewed annually and are adjusted for prospectively, if appropriate. The change was made to better align the pattern of amortization expense with the expected economic benefit of the assets. This change in estimate was applied prospectively in accordance with ASC 250, Accounting Changes and Error Corrections. The impact of this change was immaterial to the condensed consolidated financial statements.

	Three Months Ended December 31, 2025
Beginning balance of digital assets	$	—
Purchases		8,460
Change in fair value		(464	)
Digital assets, fair value	$	7,996

~~Intangible~~A portion of the Company’s assets is concentrated in digital assets. The holding of digital assets exposes the Company to significant legal, commercial, regulatory, and technological uncertainties. Crypto-asset markets have historically exhibited extreme price volatility. A substantial decline in the fair value of these assets could adversely affect the Company’s financial condition and results of operations.

~~Intangible~~Digital assets ~~acquired~~do ~~are~~not ~~measured~~generate oncash ~~initial~~flows ~~recognition~~and atincur ~~cost.~~custodial ~~The~~fees, ~~cost~~transaction offees, ~~intangible~~and ~~assets~~other ~~acquired~~costs. inThe aCompany ~~business~~also ~~combination~~faces iscounterparty ~~their~~risk ~~fair~~related ~~value~~to atits ~~the~~digital ~~date~~asset ~~of acquisition. Following initial recognition~~custodian, ~~intangible assets are carried at cost less any accumulated amortization~~ and ~~accumulated~~cybersecurity ~~impairment losses~~risk, ifincluding ~~any.~~the ~~The~~risk ~~estimated~~of ~~useful~~loss ~~lives,~~due ~~residual~~to ~~values~~hacking, ~~and~~security ~~amortization~~breaches, ~~methods for intangible assets~~technological ~~are reviewed annually~~failures, orand ~~more~~other ~~frequently~~cyber ifthreats ~~indicators~~associated ofwith ~~impairment~~blockchain ~~exist,~~networks and ~~are~~digital ~~adjusted prospectively if appropriate~~wallets.

The Company’s ~~estimates~~digital ~~amortization~~assets toare besecured ~~calculated~~by ~~based~~private oncryptographic ~~the~~keys. ~~straight-line~~Loss, ~~method~~theft, ~~using~~or destruction of these keys may result in the permanent ~~estimated~~loss ~~useful~~of ~~life~~some or all of the Company’s digital assets, aswhich ~~follows:~~could materially and adversely impact the Company’s financial condition and operating results.

~~Schedule~~Additionally, ofthe ~~estimated~~regulatory ~~useful~~environment ~~life~~for ofdigital assets continues to evolve. Future legislative or regulatory actions, changes in accounting standards, or shifts in enforcement priorities could impact the ~~intangible~~Company’s ability to hold, transfer, or dispose of digital assets, or could require changes to financial reporting or compliance practices.

Computer software	3 years
Domain (website)	3 years
Charter license	10 years
Customer lists	5 years

Note 5 - Fixed assets

~~Leases~~Fixed assets consist of the following (in thousands):

~~The Company~~ Schedule ~~assesses at contract inception whether a contract is, or contains, a lease in accordance with ASC 842, Leases. A contract is considered a lease if it conveys the right to control the use~~ of anfixed ~~identified asset for a period of time in exchange for consideration.~~assets

Company as a lessee

	Estimated Useful Life	December 31, 2025			September 30, 2025
Equipment	2 - 5 years	$	124		$	124
Furniture and fixtures	2 - 5 years		214			214
Computer software	2 - 3 years		202			202
Total property and equipment			540			540
Accumulated depreciation			(467	)		(452	)
Net property and equipment		$	73		$	88

~~The~~Depreciation ~~Company~~expense ~~recognizes~~was ~~a right-of-use (ROU) asset and a corresponding lease liability at the lease commencement date for all leases, except for short-term leases (i~~$0.~~e.,~~01 ~~leases~~million ~~with a term of 12 months or less)~~ for ~~which~~ the ~~Company~~three ~~has~~months ~~elected~~ended ~~the~~December ~~short-term~~31, ~~lease exemption~~2025.

Right-of-use assets

ROU assets are initially measured at the amount of the lease liability, adjusted for lease payments made at or before the commencement date, initial direct costs incurred, and any lease incentives received. ROU assets are subsequently measured at cost less accumulated amortization and accumulated impairment losses, if any, and are adjusted for certain remeasurements of the related lease liability.

ROU assets are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset, unless the lease transfers ownership of the underlying asset to the Company or contains a purchase option that is reasonably certain to be exercised. In such cases, amortization is based on the estimated useful life of the underlying asset. Typical estimated useful lives are as follows:

Schedule of straight-line basis over the shorter of the lease term

Buildings	3 to 10 years
Medical equipment	3 to 5 years

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IfNote ~~ownership~~6 of– ~~the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.~~Debt

~~ROU~~ELOC ~~assets~~Commitment ~~are reviewed for impairment in accordance with the Company’s policy for non-financial assets.~~Note

~~Lease~~On ~~liabilities~~October 28, 2025, the Company issued a convertible promissory note related to its common stock purchase agreement entered into in July 2025 with an aggregate principal amount of $20.0 million (the “ELOC Commitment Note”). The ELOC Commitment Note bears interest at 5% per annum, payable at maturity, and matures on July 17, 2026, subject to acceleration upon certain events of default. They were issued at an original issue discount and are secured by substantially all of the Company’s U.S. assets and certain equity interests in its subsidiaries pursuant to a Security and Pledge Agreement.

AtThe accredited investor of the ~~commencement~~ELOC ~~date~~Commitment ofNote bears the ~~lease~~option, at its sole discretion and upon timely notice, to convert all or a portion of the ~~Company~~unpaid ~~recognizes~~principal ~~lease~~and ~~liabilities~~accrued ~~measured~~interest atinto the ~~present~~Company’s ~~value~~common ofstock ~~lease~~at ~~payments~~a conversion price equal to bethe ~~made~~lesser ~~over~~of (i) a 20% discount to the ~~lease~~lowest ~~term.~~intraday ~~The~~sale ~~lease~~price ~~payments~~of ~~include~~the common stock on the ~~value~~execution date of ~~lease~~the ~~payments~~agreement, or (ii) a 20% discount to bethe ~~made~~lowest ~~over~~intraday sale price of the ~~lease~~common ~~term~~stock during the 20 trading days preceding the conversion notice, subject to customary adjustments. The ~~lease~~Company ~~payments~~evaluated ~~include~~this conversion feature under ASC 815-40 and concluded that it does not meet the ~~fixed~~criteria ~~payments~~for ~~(including~~equity inclassification. Accordingly, this feature was bifurcated and accounted for as a derivative liability under ASC 815. Additionally, because the ELOC Commitment Note was not issued at a substantial premium, no beneficial conversion feature was recorded under ASC 470-~~substance~~20. ~~fixed~~No ~~payments~~cash proceeds were received as the ELOC Commitment Note represented 2% of the $1.0 billion committed capital under the common stock purchase agreement (“ELOC”). ~~less~~The ~~any~~note ~~lease~~was ~~incentives~~issued ~~receivable~~as consideration for the investor’s capital commitment under the ELOC and, as such, the related amount was recorded as an ELOC commitment cost and reflected as a reduction of additional paid-in capital.

InThe ~~calculating~~table ~~the~~below ~~present~~summarizes ~~value~~the ofcomponents ~~lease~~used ~~payments,~~to determine the ~~Company~~initial ~~uses~~carrying ~~its~~amount ~~incremental~~of ~~borrowing rate at~~ the ~~lease~~ELOC ~~commencement~~Commitment ~~date~~Note ~~because the~~as ~~interest~~of ~~rate~~October ~~implicit~~28, 2025 (in ~~the lease is not readily determinable.~~thousands):

~~After the~~ Schedule ~~commencement date, the amount~~ of ~~lease~~initial ~~liabilities~~carrying is increased to reflect the accretion of interest and reduced for the lease payments made. Lease liabilities are remeasured when there is a modification to the lease agreement, a change in the lease term, a change in lease payments resulting from a change in an index or rate, or a reassessment of the likelihood of exercising a purchase, renewal, or termination option.amount

For operating leases, the Company recognizes lease expense on a straight-line basis over the lease term, which is included in general and administrative expenses in the condensed consolidated statements of operations. For finance leases, amortization of the ROU asset and interest expense on the lease liability are presented separately in the condensed consolidated statements of operations.

	Amount
Principal amount	$	20,000
Less: original issue discount		(5,000	)
Add: fair value of derivative liabilities		5,000
Initial carrying amount of the ELOC Commitment Note at October 28, 2025	$	20,000

~~Impairment~~The carrying amount of ~~non-financial~~the ~~assets~~ELOC Commitment Note as of December 31, 2025 is summarized below (in thousands):

~~Long-lived assets~~ Schedule of carrying amount notes

Property and equipment, intangible assets subject to amortization, right-of-use assets, and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. The impairment evaluation is performed at the asset group level, which is the lowest level for which identifiable cash flows are largely independent.

	Amount
Initial carrying amount	$	20,000
Add: amortization of debt discount		1,028
Add: change in fair value of derivative liabilities		—
Carrying amount of the ELOC Commitment Note at December 31, 2025	$	21,028

Impairment testing of long-lived assets is performed in accordance with ASC 360 and involves a two-step process:

● Step 1: Recoverability is assessed by comparing the carrying amount of the asset (or asset group) to the estimated undiscounted future cash flows expected from its use and eventual disposition.

● Step 2: If the carrying amount exceeds the undiscounted cash flows, the asset (or asset group) is considered not recoverable, and the Company then estimates its fair value, typically using discounted cash flow (DCF) techniques. An impairment loss is recognized for the amount by which the carrying amount exceeds the estimated fair value.

Goodwill

Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it may be impaired, in accordance with ASC 350. The impairment test is performed at the reporting unit level.

The Company may first perform a qualitative assessment (“Step 0” test) to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment considers factors such as macroeconomic conditions, industry trends, operating performance, and other relevant events.

If the Company determines that it is more likely than not that the fair value is less than the carrying amount, or if the Company bypasses the qualitative assessment, a quantitative impairment test is performed. This involves comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount exceeds the fair value, a non-reversible impairment loss is recognized, limited to the amount of goodwill allocated to that reporting unit.

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~~Financial~~July ~~Instruments~~2025 convertible notes

~~Recognition~~On July 7, 2025, the Company issued senior secured convertible notes with an aggregate principal amount of $7.65 million (the “July 2025 Notes”). The July 2025 Notes bear interest at 8% per annum, payable quarterly in cash, and ~~derecognition~~mature on July 8, 2027, subject to acceleration upon certain events of default. The July 2025 Notes were issued at an original issue discount and are secured by substantially all of the Company’s U.S. assets, as well as certain equity interests in its subsidiaries, pursuant to a Security and Pledge Agreement.

~~Financial~~The ~~instruments~~primary ~~are~~conversion ~~recognized~~feature inwithin the ~~condensed~~July ~~consolidated~~2025 ~~statements~~Notes ofprovides ~~financial~~the ~~position~~holders ~~when~~ the ~~Company~~right ~~becomes a party~~ to ~~the~~convert ~~contractual obligations of~~ the ~~instrument.~~principal Onamount ~~initial~~into ~~recognition, financial instruments are recognized at their fair value, and in~~ the ~~case of financial~~Company’s ~~liabilities~~common ~~not~~stock at ~~fair~~a ~~value~~fixed ~~through~~conversion ~~profit~~price ~~or loss (“FVTPL”), net~~ of ~~transaction~~$0.6274 ~~costs~~per ~~that~~share, ~~are~~subject ~~directly attributable~~ to ~~the~~ ~~issue~~customary ofanti-dilution ~~such financial liabilities~~adjustments.

~~Financial~~The ~~assets~~Company ~~are~~evaluated ~~subsequently~~this ~~derecognized~~conversion ~~when~~feature ~~payment~~under isASC ~~received~~815-40 inand ~~cash~~concluded orthat ~~other~~it ~~financial~~meets ~~assets or if~~ the ~~debtor~~criteria isfor ~~discharged~~equity ofclassification. ~~its~~Accordingly, ~~liability.~~the Aconversion ~~financial~~feature ~~liability~~was isnot ~~derecognized~~bifurcated ~~when~~from the ~~obligation~~host ~~under~~debt ~~the~~instrument ~~liability~~and isno ~~discharged~~derivative orliability ~~cancelled~~was ~~or expires~~recognized. ~~When the~~In ~~terms of the liability are substantially modified~~addition, ~~such an exchange or modification is treated as~~ because the ~~derecognition~~July of2025 ~~the~~Notes ~~original liability~~were ~~and~~not ~~the~~issued ~~recognition~~at of a ~~new~~substantial ~~liability.~~premium, ~~The~~no ~~difference~~beneficial inconversion ~~the~~feature ~~respective~~was ~~carrying~~recorded ~~amounts~~under isASC ~~recognized in the condensed consolidated statements of operations~~470-20.

~~Classification~~Certain other provisions contained within the July 2025 Notes allow the holder, upon the occurrence of defined triggering events, to convert the debt into common stock at 120 - 125% of the outstanding debt value through maturity. These contingent conversion features do not meet the criteria for equity classification and were therefore bifurcated and accounted for as derivative liabilities under ASC 815.

~~Subsequent~~The totable ~~initial~~below ~~recognition,~~summarizes ~~financial~~the ~~instruments~~components ~~are~~used ~~measured according~~ to determine the ~~category~~initial tocarrying ~~which~~amount ~~they are classified. All~~ of the ~~Company’s financial~~July ~~instruments~~2025 ~~are~~Notes ~~classified~~as ~~and~~of ~~measured~~July at7, ~~amortized~~2025 ~~cost~~(in ~~or fair value.~~thousands):

~~The classification~~ Schedule of ~~financial~~initial ~~asset~~carrying and liabilities is driven by the Company’s business model for managing the assets or liabilities and their contractual cash flow characteristics. Financial assets that are held to collect contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. All of the Company’s financial assets and financial liabilities are measured at amortized cost, as the Company does not have any financial assets or liabilities held for trading.amount

Impairment

	Amount
Principal amount	$	7,650
Less: original issue discount		(2,118	)
Less: issuance costs		(139	)
Add: fair value of derivative liabilities		298
Initial carrying amount of the July 2025 Notes at July 7, 2025	$	5,691

The ~~Company~~carrying ~~does~~amount ~~not~~of ~~have~~the ~~purchased~~July ~~credit-deteriorated~~2025 ~~financial~~Notes ~~assets.~~as ~~The~~of ~~Company~~September ~~recognizes an allowance for credit losses on financial assets measured at amortized cost~~30, ~~including~~2025 ~~trade~~is ~~and~~summarized ~~other~~below ~~receivables.~~(in thousands):

~~For trade~~ Schedule ~~and other receivables, the Company applies the current expected credit loss (CECL) model, which requires recognition~~ of ~~lifetime expected~~carrying ~~credit~~amount losses at the time the asset is recognized. The Company estimates expected credit losses using a combination of historical loss experience, current conditions, and reasonable and supportable forecasts, including relevant macroeconomic factors.notes

The allowance for credit losses is presented as a contra asset, and the carrying amounts of financial assets are presented net of the related allowance in the condensed consolidated balance sheets.

	Amount
Initial carrying amount	$	5,691
Less: cash payments on convertible debt		(1,526	)
Add: amortization of debt discount and issuance costs		287
Add: change in fair value of derivative liabilities		—
Less: settlement of July 2025 Notes
Carrying amount of the July 2025 Notes at September 30, 2025	$	4,452

~~Inventory~~The carrying amount of the July 2025 Notes as of December 31, 2025 is summarized below (in thousands):

Inventory is valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis. Cost includes all direct expenditures and other appropriate costs incurred in bringing inventory to its present location and condition, net of consideration received from vendors. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, shrinkage, or declining selling prices. Write downs to inventory are non-reversible even when circumstances that previously caused inventories to be written down below cost no longer exist. The Company records consideration received from suppliers as a reduction to the cost of inventory. These amounts are recognized in cost of sales when the associated inventory is sold.

	Amount
Initial carrying amount	$	4,452
Less: settlement of July 2025 Notes		(4,452	)
Carrying amount of the July 2025 Notes at December 31, 2025	$	—

Convertible Debt

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~~Share-Based~~In ~~Compensation~~connection with issuing the July 2025 Notes, the Company executed a Securities Purchase Agreement that also included 21,338,062 warrants to purchase common stock and a registration rights agreement covering the underlying shares (see Note 9 – Warrants and other equity related instruments). A portion of the proceeds was allocated to the warrants based on their relative fair value.

~~Prior~~After todeducting the ~~Merger,~~original ~~the~~issue ~~Company~~discount, ~~maintained~~issuance acosts, ~~Long-Term~~fair ~~Omnibus~~value ~~Compensation~~of ~~Plan~~warrants, ~~(the “Omnibus Plan”) under which it may grant stock options~~ and ~~restricted~~the ~~stock~~fair ~~units~~value ~~(“RSUs”)~~of orderivative ~~stock options to directors~~liabilities, ~~officers,~~the ~~employees, and~~Company ~~consultants.~~received ~~The~~net ~~Board~~proceeds of ~~Directors~~approximately ~~administers~~$6.1 ~~the~~million, ~~Omnibus~~which ~~Plan~~have ~~and~~been isused ~~responsible~~ for ~~determining~~general ~~the~~corporate ~~eligibility~~purposes ~~of participants~~ and ~~the~~working ~~specific terms of each award, including vesting conditions, exercise prices, and expiration dates~~capital.

~~Under~~In ~~the~~October ~~terms of the Omnibus Plan~~2025, the ~~aggregate~~Company ~~number~~settled ofits ~~common shares issuable pursuant to~~ outstanding ~~and~~July ~~future~~2025 ~~awards~~Notes ~~was~~with ~~limited to 10% of~~ the ~~Company’s~~note ~~issued~~holders ~~and~~through ~~outstanding~~a ~~common~~settlement ~~shares at any given time. Awards that expire~~agreement, ~~were~~under ~~canceled,~~which ~~or were otherwise~~the ~~forfeited~~notes, ~~are~~along ~~returned~~with toall ~~the~~accrued ~~plan~~interest ~~pool~~ and ~~may~~related bederivative ~~reissued~~liabilities, ~~under~~were ~~future~~fully ~~grants.~~settled ~~Each~~and ~~RSU entitles the holder to receive one common share upon vesting~~extinguished. ~~Stock~~As ~~options,~~a ~~when granted~~result, ~~entitled~~ the ~~holder~~Company recognized ~~to purchase one common share per option at~~ a ~~fixed~~loss ~~exercise~~on ~~price~~extinguishment ~~and~~of ~~may be~~debt ~~exercised~~of ~~following vesting until their expiry~~$3.1 ~~Awards~~million ~~under~~during the ~~plan~~three ~~did~~months ~~not~~ended ~~carry~~December ~~voting~~31, ~~or dividend rights prior to settlement~~2025.

InNote ~~connection~~7 ~~with~~– ~~the~~Fair ~~Merger~~value ~~completed~~measurements ~~on April 24, 2025, the Company adopted the Legal Acquirer’s Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”).~~

~~The~~Fair ~~Amended~~value ~~2019~~hierarchy ~~Plan~~Levels ~~provides~~1 ~~for~~to ~~the~~3 ~~grant~~are ~~of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock or cash-~~based ~~awards,~~on ~~and dividend equivalent awards (~~the ~~“Awards”).~~degree ~~The~~to ~~Amended~~which ~~2019 Plan authorizes~~ the ~~issuance of~~fair ~~Awards~~value ~~covering~~is ~~an aggregate number of shares of common stock equal to the sum of~~observable:

i)Level 1 afair ~~base~~value ~~reserve~~measurements ofare ~~24,621~~those ~~shares;~~derived ~~ii)~~from anquoted ~~increase~~prices ~~of 9,469 shares upon the closing of the Halo acquisition; iii~~(unadjusted) ~~annual increases on the first day of each calendar year beginning January 1, 2021 and ending January 1, 2029,~~ in ~~accordance~~active ~~with~~markets ~~the plan’s evergreen provisions. Under the evergreen provisions, the number of shares available~~ for ~~issuance~~identical ~~under~~assets ~~the Plan increases automatically on the first day of each year by the lesser of 10% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year~~ or ~~such smaller number as determined by the Board. Pursuant to this formula, the number of shares eligible for issuance under the Amended 2019 Plan increased by: 66,242 on January 1, 2022~~liabilities; 66,887 on January 1, 2023; 72,903 on January 1, 2024; and 183,010 on January 1, 2025. iv) In addition, an increase of 1,504,891 upon the Merger, an additional increase authorized to be issued under the Amended 2019 Plan as approved at a special meeting of the Stockholders’ on February 19, 2025, calculated by 20% of the common shares outstanding as of the Merger closing.

AsLevel of2 ~~June~~fair ~~30,~~value ~~2025,~~measurements ~~the~~are ~~maximum~~those ~~number~~derived offrom ~~shares~~inputs ~~authorized~~other ~~for~~than ~~issuance~~quoted ~~under~~prices ~~the~~included ~~Amended~~within ~~2019~~Level ~~Plan was~~ 1~~,928,023.~~ ~~Not~~that ~~more~~are ~~than~~observable ~~34,091~~for the ~~shares~~asset ~~may~~or beliability, ~~issued~~either ~~pursuant~~directly to(i.e., ~~Incentive~~as ~~Stock~~prices) ~~Options~~or ~~under~~indirectly ~~the Amended 2019 Plan~~(i.e., ~~which~~derived isfrom ~~included~~prices); ~~within the total authorized shares described above.~~and

OnLevel 3 ~~July~~fair ~~16,~~value ~~2021,~~measurement ~~Better~~are ~~Choice~~those ~~registered 10,227~~derived ~~shares~~from ofvaluation ~~its~~techniques ~~common~~that ~~stock~~include ~~issuable~~inputs ~~under~~for the ~~Amended~~asset ~~2019~~or ~~Plan~~liability inthat aare ~~registration~~not ~~statement on Form S-8. On January 25, 2022,~~based ~~an additional 65,909 shares were registered in a registration statement~~ on ~~Form~~observable ~~s-8.~~market Ondata ~~January~~(unobservable ~~18, 2024, an additional 138,636 shares were registered in a registration statement on Form S-8~~inputs).

InThe ~~accordance with Accounting Standards Codification (“ASC”) 718 – Compensation—Stock Compensation, the~~ Company ~~measures~~ ~~share-based~~has ~~compensation~~assessed ~~cost~~that at the fair value of ~~the~~cash, ~~award~~trade onand ~~the~~other ~~grant~~receivables, ~~date.~~digital ~~For RSUs~~assets, ~~fair~~and ~~value~~trade isand ~~based~~other onpayables ~~the market~~approximate ~~price~~their ofcarrying ~~the~~amounts ~~Company’s~~largely ~~common~~due ~~shares~~to on the ~~date~~short-term ofmaturities ~~grant. Compensation expense is recognized on a grade vesting basis over the requisite service period~~ of ~~the~~these ~~award, which can range from zero months to three years~~instruments. ~~The Company accounts for forfeitures as they occur.~~

~~Share-based~~The ~~compensation~~carrying ~~expense~~amount isof ~~included~~the inCompany’s ~~general~~borrowings ~~and~~are ~~administrative~~considered ~~expenses~~to inbe the ~~condensed~~same ~~consolidated~~as ~~statement~~their fair values, as the terms of ~~operations~~the Company’s borrowings are considered to be consistent with the commercial terms prevalent for similar loans. NoThe ~~stock~~Company has classified its derivative ~~options~~liability ~~were~~as ~~granted~~a ~~during~~Level ~~either~~3 ~~period~~financial instrument due to the use of unobservable inputs in its valuation.

~~Significant~~The ~~accounting~~Company ~~judgments,~~has ~~estimates~~no ~~and~~financial ~~assumptions~~instruments classified as Level 2.

~~The~~Financial ~~preparation~~risk ~~of the condensed consolidated financial statements in conformity with GAAP requires~~ management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

~~Revisions~~The toCompany’s ~~accounting~~activities ~~estimates~~expose ~~are~~it ~~recognized~~to ina ~~the~~variety ~~period~~of infinancial ~~which~~risks: ~~the~~credit ~~estimates~~risk, ~~are~~liquidity ~~revised~~risk and inmarket ~~any~~risk ~~future~~(primarily ~~periods~~interest rate ~~affected~~risk). ~~Information about~~Risk ~~critical~~management ~~judgments~~is incarried ~~applying~~out ~~accounting~~by ~~policies~~the ~~that~~Company ~~have~~by identifying and evaluating the ~~most~~financial ~~significant~~risks ~~effects~~inherent onwithin ~~the~~its ~~amounts~~operations. The ~~recognized~~Company’s inoverall ~~the~~risk ~~condensed consolidated~~management ~~financial~~activities ~~statements~~seek isto asminimize ~~follows:~~potential adverse effects on the Company’s financial performance.

~~● Inventory~~Liquidity risk

~~Inventories~~The ~~are~~Company ~~carried~~is atexposed ~~the~~to ~~lower~~liquidity ofrisk ~~cost~~related ~~and~~to ~~net~~its ~~realizable~~financial ~~value~~liabilities, ~~which~~including ~~requires~~trade ~~the~~payables, ~~Company~~short-term ~~to utilize estimates related to fluctuations in shrinkage~~borrowings, ~~retail prices~~ and ~~shelf life~~convertible debt. AtManagement ~~each~~monitors ~~reporting~~liquidity ~~date,~~through ~~the~~cash ~~Company~~flow ~~reviews~~forecasts ~~its inventory~~ and ~~determines~~maintains ifaccess ato ~~reserve~~credit ~~is required for inventory~~facilities.

●The following ~~Determination~~table ofsummarizes ~~asset~~the ~~groups~~contractual ~~for~~maturities of the ~~purpose~~Company’s offinancial ~~impairment~~liabilities ~~tests~~(including principal and interest) on an undiscounted basis:

~~The determination~~ Schedule of ~~asset~~contractual ~~groups~~maturities ~~for the purposes~~ of impairment testing requires judgement when determining the lowest level for which identifiable cash flows are largely independent of other assets and liabilities. The Company evaluates how assets are used in operations and how cash flows are generated and monitored by management to determine appropriate asset groupings. These judgments can affect the timing and amount of impairment charges recognized in the condensed consolidated financial statements. Management has determined that the Company’s asset groups consist of the combined pharmacy locations that make up the pharmacy and sale of drugs operations, and the entities engaged in clinical trial services.liabilities

	Year 1		Year 2		Year 3		Year 4		Year 5 and over		Total
	Year 1		Year 2		Year 3		Year 4		Year 5 and over		Total
Convertible debentures		21,000		—		—		—		—		21,000
Trade and other payables		1,247		—		—		—		—		1,247
Total	$	22,247	$	—	$	—	$	—	$	—	$	22,247

As of December 31, 2025 and September 30, 2025, the Company has no financial instruments requiring fair value measurement disclosures that differ from their carrying amounts; accordingly.

Note 8 – Commitments and contingencies

The Company has manufacturing agreements with its vendors that provides for the company to make its commercial best efforts to purchase minimum quantities in the ordinary course of business. The Company had no material purchase obligations as of December 31, 2025 or September 30, 2025.

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●The ~~Impairment~~Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of ~~non-financial~~business ~~assets~~resulting in loss contingencies. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in SG&A expenses. The Company does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the Company discloses the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed.

~~The~~Litigation ~~Company~~is ~~evaluates~~subject ~~non-financial~~to ~~assets,~~numerous ~~including~~uncertainties ~~goodwill,~~and ~~intangible~~the ~~assets,~~outcome ~~property~~of individual claims and ~~equipment,~~contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and ~~right-~~any such unfavorable outcome could be of~~-use~~ ~~assets~~a material nature or have a material adverse effect on the Company’s consolidated financial condition, results ~~for~~of ~~impairment~~operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the inconsolidated ~~accordance~~financial ~~with~~position ~~GAAP~~or results of operations of the Company.

~~Goodwill~~Discontinued and indefinite-lived intangible assets are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired, in accordance with ASC 350, Intangibles—Goodwill and Other. The Company performs its annual impairment test for goodwill at the reporting unit level, which management determines based on judgment, considering how the business is managed and where discrete financial information is available.operations

~~Long-lived~~Certain ~~assets,~~legal ~~including finite-lived intangible assets~~matters, ~~property and equipment~~claims, and ~~right-of-use~~purchase ~~assets,~~obligations ~~are~~related ~~reviewed~~to ~~for~~SRx ~~impairment~~Canada, ~~whenever events~~which oris ~~changes~~classified inas ~~circumstances~~discontinued ~~indicate that their carrying amount may not be recoverable~~operations, are presented in ~~accordance~~Note ~~with~~17 ~~ASC~~– ~~360,~~Discontinued ~~Property, Plant, and Equipment~~operations. ~~Recoverability~~These ismatters ~~assessed~~are bysubject ~~comparing~~to the ~~carrying~~same ~~amount~~accounting ofpolicies ~~the~~as ~~asset~~described ~~(or~~above. ~~asset~~Management does ~~group)~~not toexpect ~~the~~any ~~estimated~~such ~~undiscounted future~~matters ~~cash~~to ~~flows~~have ~~expected~~a tomaterial ~~result~~impact ~~from~~on the ~~use~~results ~~and eventual disposition~~ of ~~the~~continuing ~~asset.~~operations; Ifhowever, ~~the~~they ~~carrying~~could ~~amount~~affect ~~exceeds~~ the ~~estimated~~financial ~~future~~results ~~undiscounted~~of ~~cash flows, an impairment loss is recognized for~~ the ~~amount~~discontinued byoperations ~~which the carrying amount exceeds the asset’s fair value~~segment.

~~Estimating~~Note ~~future~~9 ~~cash~~– ~~flows~~Warrants ~~requires~~and ~~significant~~other ~~judgment~~equity ~~by management, particularly regarding assumptions~~ related to future operating performance, market conditions, and the selection of appropriate discount rates. Actual results may differ from those estimates, potentially resulting in material changes to the carrying amount of these assets in future periods.instruments

●Convertible Note ~~Intangible assets, goodwill~~ and ~~business~~Warrant ~~combinations~~Financing

~~The~~On ~~Company~~July ~~accounts~~7, ~~for~~2025, ~~business~~in ~~combinations~~connection ~~using~~with ~~the~~a ~~acquisition~~financing ~~method.~~transaction ~~This~~described ~~involves~~in ~~the~~Note ~~allocation~~6 of– ~~the~~Debt, ~~costs of an acquisition to~~ the ~~underlying~~Company ~~net~~issued ~~assets~~senior ~~acquired~~secured ~~based~~convertible notes onwith ~~their~~an ~~estimated~~aggregate ~~fair~~principal ~~values.~~amount ~~As part~~ of ~~this~~$7.65 ~~allocation~~million ~~process~~and, ~~management~~in ~~identifies and~~conjunction ~~attributes~~with ~~values~~that toissuance, ~~the~~granted ~~acquired~~investors ~~intangible~~warrants ~~assets~~to ~~and~~purchase 21,338,062 ~~any~~common ~~resulting goodwill~~shares. ~~These~~The ~~determinations~~notes ~~involve~~are ~~significant~~convertible ~~estimates and~~at ~~assumptions~~the ~~regarding~~option ~~cash~~of ~~flow~~the ~~projections,~~holders ~~economic~~into ~~risk~~common ~~and~~stock ~~discount~~at ~~rates.~~a ~~Management~~conversion ~~also~~price ~~exercises~~of ~~judgement~~$0.6274 ~~in determining~~per ~~the~~share, ~~estimated~~subject ~~useful~~to ~~lives~~customary ofanti-dilution ~~intangible assets~~adjustments.

●The warrants ~~Business~~issued ~~combination~~as ~~versus~~part ~~asset~~of ~~acquisition~~the financing are exercisable for 21,338,062 common shares at an exercise price of $0.6274 per share and expire three years from the issuance date. The Company evaluated the warrants under ASC 815 and ASC 480 and determined that they are equity-classified, and they were initially measured at their relative fair value of $0.4 million using the Black-Scholes option pricing model based on appropriate valuation assumptions.

~~Judgment~~In isconnection ~~used~~with ~~in determining whether an acquisition is a business combination or an asset acquisition. The assessment required management to assess~~ the ~~inputs~~financing, ~~processes and outputs of~~ the Company ~~acquired~~also atentered ~~the~~into ~~time~~a ofregistration ~~acquisition.~~rights ~~Pursuant~~agreement torequiring ~~the~~it ~~assessment, the transaction was considered~~ to beregister afor ~~business~~resale ~~combination~~the common ~~and~~shares ~~estimate~~issuable ofupon ~~fair~~conversion ~~value~~ of the ~~consideration~~notes ~~paid~~and ~~was~~exercise ~~allocated~~of to the ~~identifiable assets acquired with the remaining value allocated to goodwill (Note 4)~~warrants.

~~● Reportable segments~~Equity warrants

The ~~Company~~fair ~~determines~~value ~~its~~of ~~reportable~~warrants ~~segments~~issued inis ~~accordance with ASC 280, Segment Reporting,~~ based on ~~how~~ the ~~Chief~~market ~~Operating~~price ~~Decision Maker~~of ~~(“CODM”)~~the ~~evaluates~~Company’s ~~performance~~common ~~and~~shares ~~allocates~~on ~~resources.~~the ~~Significant~~issue ~~judgment~~date. isAll ~~required~~unexercised ~~in identifying operating segments,~~warrants ~~assessing~~outstanding ~~their~~at ~~economic~~SRx ~~characteristics,~~Canada ~~and~~expired ~~determining~~prior to the ~~appropriate level of aggregation~~Merger.

~~Following~~The ~~the~~following ~~reverse~~table ~~merger~~summarizes ~~completed~~the oncontinuity ~~April~~of ~~24, 2025,~~ the Company’s ~~has two reportable segments: Health Solutions and Consumer Products~~warrants. ~~The Health~~Note ~~Solutions~~all ~~segment~~pre-merger ~~includes~~warrants ~~pharmacy~~listed ~~operations,~~below ~~wholesale~~have ~~drug~~been ~~distribution, patient support programs, and diagnostic lab services,~~presented ~~primarily~~to ~~based~~reflect ~~in Canada. The Consumer Products segment consists of~~ the ~~legacy~~legal ~~Halo~~acquirer’s ~~pet~~capital ~~food business, which operates primarily in the United States and sells premium pet food and treat products.~~structure:

~~The segments~~ Schedule ~~differ~~of inoutstanding economic characteristics, customer bases, and operational focus, and are evaluated separately by the CODM using key financial metrics such as revenue, gross margin, and Adjusted EBITDA. Prior to the merger, only the Health Solutions business was reflected in the Company’s operations.warrants

	Warrants #			Weighted Average Exercise Price
Warrants outstanding on September 30, 2025		24,413,104		$	2.42
Issued		85,413,476			0.39
Exercised		(2,756,697	)		—
Expired		(18,437,511	)		0.34
Warrants outstanding as of December 31, 2025		88,632,372			0.91

On April 24, 2025, the Company issued to a single investor a combination of 1,280,000 shares of common stock, and 2,756,697 pre-funded warrants to purchase Company Common Stock at a price of $2.18 per share, or $8.8 million in the aggregate, in a private placement transaction. No additional consideration is required to be paid to exercise the warrants and the warrant does not expire until conversion. The transaction was accounted for as an equity issuance because the number of common shares issuable upon exercise of the warrant is fixed. As of December 31, 2025, all of these pre-funded warrants were exercised and no longer outstanding.

In October 2025, the Company entered into a securities purchase agreement with accredited investors to issue Series A convertible preferred stock and warrants for aggregate proceeds of up to $30.5 million. On October 31, 2025, the Company completed an initial closing, issuing 19,035 shares of Series A preferred stock and 85,413,476 warrants for proceeds of approximately $15.2 million, consisting of $8.6 million of cash proceeds, net of $0.25 in closing costs, cancellation of $5.0 million principal outstanding of July 2025 convertible notes at a 25% cancellation premium, and issuance of 85.4 million warrants. As of December 31, 2025, all of these warrants remain outstanding.

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~~Foreign~~Note ~~currency~~10 ~~translation~~– Share-based compensation

~~The~~In ~~Company~~connection ~~operates~~with inthe ~~both~~Merger completed on April 24, 2025, the ~~United~~Company ~~States~~has ~~and~~adopted ~~Canada.~~the ~~The~~Legal ~~U.S.~~Acquirer’s ~~parent~~Amended ~~company~~and ~~conducts~~Restated ~~its~~2019 Incentive ~~operations~~Award inPlan (the ~~United~~“Amended ~~States~~2019 Plan”). As of December 31, ~~where~~2025, the ~~U.S.~~ ~~Dollar~~maximum ~~(USD)~~number ~~serves~~of asshares authorized for issuance under the ~~functional~~Amended ~~and~~2019 ~~reporting~~Plan ~~currency~~was 1,928,023. ~~SRx~~Not ~~Canada~~more ~~conducts~~than ~~its~~34,091 ~~operations~~shares inmay ~~Canada,~~be ~~where~~issued ~~the~~pursuant ~~Canadian~~to ~~dollar~~Incentive Stock Options under the Amended ~~(CAD)~~2019 ~~serves~~Plan, aswhich is included within the ~~functional~~total ~~currency~~authorized shares described above. Refer to Management’s Discussion and Analysis for more information.

InAwards ~~accordance with ASC 830, Foreign Currency Matters, the financial statements of SRx Canada~~ are ~~translated~~measured ~~into~~at ~~U.S.~~grant ~~dollars~~date ~~for consolidation.~~fair ~~Assets~~value ~~and liabilities are translated using exchange rates~~ in ~~effect~~accordance atwith ~~the~~ASC ~~balance sheet date~~718, ~~while revenues~~ and ~~expenses are~~compensation ~~translated~~expense ~~using~~is ~~average~~recognized ~~exchange~~over ~~rates during~~ the ~~reporting~~vesting period. ~~Translation~~on ~~adjustments arising from this process are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI”),~~ a ~~component of shareholders’ equity, and excluded from net~~ ~~income~~grade ~~until~~vesting ~~realized through sale or liquidation of the foreign operation~~basis.

~~New~~During ~~accounting~~the ~~standards~~three months ended December 31, 2025, the Company recognized $1.0 million of share-based compensation expense related to awards granted subsequent to the Merger.

~~Recently~~The ~~adopted~~fair value of RSUs granted is based on the market price of the Company’s common shares on the grant date. The following table summarizes the continuity of the Company’s RSUs:

~~There were~~ Schedule noof ~~new~~restricted ~~standards~~stock ~~that would have an impact on the condensed consolidated financial statements for the nine months ended June 30, 2025.~~units

Note 4 – Business Combinations

	RSUs #
RSUs outstanding on September 30, 2025		—
Issued		2,723,691
Vested		(2,723,691	)
Forfeited and cancelled		—
RSUs outstanding on December 31, 2025		—

~~Reverse~~Stock ~~Merger~~options

OnThe ~~April~~following ~~24,~~table ~~2025,~~provides ~~SRx~~detail Canada entered into an arrangement agreement (the “Arrangement Agreement”, or the “Reverse Merger”) with Better Choice Company, Inc. (“Better Choice”), a publicly listed company on the NYSE American, along with 1000994476 Ontario Inc. (“AcquireCo”), an indirect wholly-owned subsidiary of ~~Better Choice, and 1000994085 Ontario Inc. (“CallCo”), a direct wholly-owned subsidiary of Better Choice, both existing under~~ the ~~laws~~options ofgranted the Province of Ontario. Pursuant to the Arrangement Agreement, AcquireCo amalgamated with SRx Canada, with SRx Canada continuing as the surviving entity. As part of the reverse merger, Better Choice changed its name to SRx Health Solutions, Inc., and ~~adopted the operations of SRx Canada as its primary business.~~outstanding:

~~As consideration,~~ Schedule ~~Better Choice issued 8,898,069 shares~~ of ~~its common~~ stock at $2.09 per share, and AcquireCo issued 19,701,935 exchangeable shares (convertible into Better Choice common stock on a 1:1 basis). Better Choice shareholders prior to the transaction retained 4,277,297 shares. Upon closing, former shareholders of SRx Canada held approximately 88% of the total combined voting power of the Company’s equity, and Better Choice shareholders retained approximately 12%. The transaction has been accounted for as a reverse acquisition under ASC 805, with SRx Canada identified as the accounting acquirer. The condensed consolidated financial statements reflect the historical operations of the accounting acquirer, with the equity structure retroactively adjusted to reflect the legal acquirer’s equity.options

The total consideration transferred was less than the fair value of the net assets acquired, resulting in a preliminary bargain purchase gain of $1.69 million, which was recognized in the condensed consolidated statement of operations for the three months ended June 30, 2025.

	Options #
Options outstanding on September 30, 2025		39,732
Issued		1,136
Expired		—
Forfeited and cancelled		—
Options outstanding on December 31, 2025		40,868

~~The~~Shares ~~Company~~issued ~~has~~to ~~not~~related finalized the purchase price allocation pending completion of the valuation of assets acquired and liabilities assumed, including any intangible assets. Accordingly, the amounts recognized for the major classes of assets and liabilities acquired have not yet been determined.parties

InDuring ~~connection with~~ the ~~closing~~period offrom ~~the~~October ~~Reverse~~through ~~Merger~~December 2025, the Company issued 1an aggregate of 2,~~599~~723,~~231~~ 691 shares of restricted common stock ~~for advisory and professional services rendered~~ to ~~facilitate the completion of the close the transaction.~~certain ~~These~~directors, ~~shares~~officers, ~~were~~employees, ~~issued in lieu of cash payment~~ and ~~were~~former ~~recorded~~employees ~~as acquisition-related costs totaling $3.3 million in the condensed consolidated statement~~ of ~~operations for~~ the ~~period.~~Company ~~The~~as ~~fair~~performance ~~value~~or ~~of the shares issued was determined~~ service-based ~~on the closing trading price of the Company’s common stock on the date of issuance~~compensation. ~~No cash was exchanged in connection with these transactions.~~

InOn ~~connection~~October ~~with~~1, ~~the Reverse Merger~~2025, the Company ~~also~~issued ~~completed a private placement on April 24~~312,500 ~~2025, issuing 1,280,000~~ shares of restricted common stock ~~and~~to ~~2,756,697~~certain ~~pre-funded~~directors ~~warrants~~at ~~for~~a ~~aggregate~~weighted ~~gross~~average ~~proceeds~~grant price of $80.832 ~~million~~per share. ~~The~~These ~~transaction~~awards ~~was~~were ~~exempt~~immediately ~~from registration under Section 4(a)(2) of the Securities Act~~vested.

On November 10, 2025, the Company issued 476,191 shares of restricted common stock to certain directors at a weighted average grant price of $0.21 per share. These awards were immediately vested.

On December 3, 2025, the Company issued 1,935,000 shares of restricted common stock to certain directors, officers, and employees as performance bonus compensation. The restricted stock awards were immediately vested, with a weighted average grant price of $0.39 per share.

Additionally, between October and December 2025, the Company issued 7,676 shares of common stock pursuant to the retraction of shareholders’ exchangeable shares, which converted into shares of common stock. These shareholders were former employees and shareholders of SRx Canada that initially received exchangeable shares in connection with the Merger.

The fair value of these awards was determined at the grant date and recognized as compensation expense in the condensed consolidated Statement of Operations in accordance with ASC 718.

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OnNote ~~April~~11 ~~25,~~– ~~2025,~~Employee ~~the~~benefit Company entered into a consulting agreement with Terra Nova Business Holdings Inc., an arm’s length party, under which Terra Nova will provide international logistics and business development services in support of the Company’s Health Solutions segment. The agreement carries a term of 36 months with monthly consulting fees of $0.2 million.plans

AsThe ofCompany ~~June~~has ~~30,~~a ~~2025~~qualified defined contribution 401(k) plan, ~~the~~which ~~Company~~covers ~~had~~substantially ~~recorded~~all $8of its employees.6 ~~million~~Participants inare ~~prepaid~~entitled to ~~expenses~~make ~~related~~pre-tax toand/or ~~this~~Roth ~~agreement.~~post-tax ~~Subsequent~~contributions up to ~~June~~the ~~30,~~annual ~~2025,~~maximums established by the ~~full~~ ~~prepaid~~Internal ~~amount~~Revenue ~~was~~Service. ~~written~~The ~~off~~Company matches ~~following~~participant ~~the~~contributions ~~filing~~pursuant ~~for~~to ~~creditor~~the ~~protection~~terms ~~under~~of the ~~Companies’~~plan, ~~Creditors~~which ~~Arrangement~~contributions ~~Act (“CCAA”)~~are bylimited ~~SRx~~to ~~Health~~a ~~Solutions~~percentage ~~(Canada)~~of ~~Inc.,~~ the ~~Company~~participant’s eligible ~~Canadian~~compensation. ~~operating~~The ~~subsidiary.~~Company ~~Refer~~made contributions related to ~~Note~~the 23plan –and recognized expense of less than $0.1 million during the ~~Subsequent~~three ~~Events~~months ~~for~~ended ~~further~~December ~~details~~31, 2025.

~~Schedule~~Note of12 ~~company~~– ~~canadian~~Related ~~operating~~party ~~subsidiary~~transactions

	June 30, 2025
Common stock	$	8,939
Total consideration	$	8,939
Cash and cash equivalents	$	5,940
Accounts receivable, net		5,320
Inventories, net		4,325
Prepaid expenses and other current assets		530
Fixed assets, net		118
Right-of-use assets, operating leases		50
Other LT assets		187
Total assets acquired	$	16,470
Accounts payable	$	4,858
Accrued liabilities		137
Line of credit, short-term		790
Operating lease liability, short-term		47
Operating lease liability, long-term		6
Total liabilities acquired	$	5,838
Net assets acquired	$	10,632
Bargain purchase gain	$	1,693

Related Party Loans and Balances

~~The~~As ~~following~~of ~~unaudited~~December ~~pro~~31, ~~forma~~2025, ~~financial~~the ~~information~~Company ~~presents~~had ~~the~~outstanding ~~combined~~convertible ~~results~~promissory ofnotes ~~operations~~held by certain members of the ~~Company~~Board asof ifDirectors ~~the~~totaling $0.5 ~~reverse~~million. ~~merger with~~The ~~Better~~notes ~~Choice~~bear ~~had~~interest ~~occurred~~at on8% ~~October~~per 1,annum ~~2023,~~and ~~the~~are ~~beginning~~convertible ofinto the ~~earliest~~Company’s ~~period~~common ~~presented.~~stock ~~The~~at ~~pro~~the ~~forma~~holders’ option ~~results~~subject ~~include adjustments~~ to ~~reflect~~the terms of the ~~acquisition~~agreements ~~date~~or ~~fair~~upon ~~value~~the occurrence of ~~assets~~defined ~~acquired~~triggering ~~and~~events. ~~liabilities~~Refer ~~assumed,~~to ~~transaction~~Note ~~costs,~~6 ~~and~~– ~~the~~Debt ~~alignment~~for more information. All terms of ~~accounting policies~~the notes are consistent with those offered to other investors.

~~Schedule~~For the three months ended December 31, 2025, the Company’s continuing operations incurred approximately $0.6 million in director fees. Directors fees are included in general and administrative expenses in the consolidated statements of ~~pro~~operations. ~~forma~~These ~~information~~fees were paid to members of the Board of Directors in their capacity as directors and constitute related-party transactions.

	2025			2024			2025			2024
(in thousands)	Three months ended June 30,						Nine months ended June 30,
	2025			2024			2025			2024
Revenue	$	13,934		$	51,212		$	57,886		$	139,269
Net loss	$	(6,147	)	$	(458	)	$	(23,248	)	$	(25,981	)

During the three months ended December 31, 2025, the Company issued to its directors and executive officers an aggregate of $1.0 million in share-based compensation.

~~This~~During ~~supplemental~~the ~~pro~~three ~~forma~~months ~~information~~ended isDecember ~~not~~31, ~~necessarily~~2025, ~~indicative of what~~ the Company’s ~~actual~~paid ~~results~~its ofexecutive ~~operations~~officers ~~would~~an ~~have been~~aggregate ~~had~~of ~~the~~$0.6 ~~acquisition~~million ~~occurred~~in atcompensation ~~the~~pursuant to ~~beginning~~their ofsigned ~~the~~employment ~~periods~~arrangements. ~~presented,~~Other ~~nor~~than ~~does~~this itcompensation, ~~purport~~the toCompany ~~project~~had ~~future~~no ~~operating~~related-party ~~results of~~transactions ~~the~~with ~~combined~~executive ~~entity~~officers.

As of December 31, 2025 and September 30, 2025 there were no other related party loans or receivables outstanding for any shareholder with greater than 10% ownership, and the Company does not intend to enter into similar related party lending arrangements in the future.

Governance and controls

The Company has adopted a formal Related Party Transaction Policy to ensure appropriate oversight of any future transactions with related parties. All related party transactions are subject to review and approval by the Audit Committee of the Board of Directors, in accordance with SEC Regulation S-K Item 404 and the Company’s internal policies.

Note 13 – Income taxes

For the three months ended December 31, 2025, the Company recorded an income tax provision of less than $0.01 million. For the three months ended December 31, 2025, the Company’s effective tax rate was less than 1%, respectively. The Company’s effective tax rate differs from the U.S. federal statutory rate of 21% primarily because the Company’s net operating losses (“NOLs”) included in deferred tax assets have been fully offset by a valuation allowance due to uncertainty of realizing the tax benefit of NOLs for the three months ended December 31, 2025.

The income tax provision for the quarter primarily relates to state minimum and franchise taxes, as well as discrete items recorded during the period. The Company will continue to assess the realizability of its deferred tax assets each reporting period based on available positive and negative evidence.

Note 14 – Segment information

As of December 31, 2025 and September 30, 2025, the Company reports one continuing operating segment, Consumer Products, following the classification of its previously reportable Health Solutions segment as discontinued operations.

The Consumer Products segment includes the legacy Halo pet food business, consisting of premium pet products such as dry kibble, wet food, freeze-dried raw food, treats, and toppers for dogs and cats. This segment operates across various sales channels and represents the Company’s ongoing business.

The Health Solutions segment, which encompassed the Company’s pharmacy network operations in Canada, has been classified as discontinued operations as of December 31, 2025 and September 30, 2025, and accordingly, its results and related assets and liabilities are reported separately in the financial statements.

Prior to discontinuation, the Company’s Chief Operating Decision Maker (“CODM”), the Board of Directors, evaluated the Company’s financial performance based on two segments: Health Solutions and Consumer Products. Following the classification of Health Solutions as discontinued, segment reporting focuses exclusively on the Consumer Products business.

For the three months ended December 31, 2025, segment financial information for continuing operations relates solely to the Consumer Products segment, which was acquired through business combination on April 25, 2025. There are no comparative results for any prior periods presented, as all operations that existed in prior periods relate to the Health Solutions segment, which is now classified as discontinued.

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~~Acquisition~~The offollowing ~~pharmacies~~table summarizes revenues, operating loss, and net loss for the continuing Consumer Products segment for the three months ended December 31, 2025 (in thousands):

~~The following~~ Schedule ~~table summarizes the preliminary fair value~~ of ~~the~~segment ~~assets and liabilities acquired in business combinations for the three- and nine-month period ended June 30, 2024 (in thousands):~~information

Summary of the preliminary fair value of the assets and liabilities acquired in business combinations

	2025			2024
	Three months ended December 31,
	2025			2024
Net sales	$	2,807		$	—
Cost of goods sold:
Direct		1,721			—
Indirect		32			—
Total cost of goods sold		1,753			—
Gross profit		1,054			—
Segment expenses:
Discretionary marketing		473			—
Outbound freight		11			—
Other segment expenses (a)		4,360			—
Total segment expenses		4,844			—
Loss from operations		(3,790	)		—
Other income (expense):
Interest income (expense), net		1,288			—
Loss on extinguishment of debt		3,064			—
Changes in fair value of digital assets		464			—
Other income (expense)		4			—
Total other income (expense)		4,820			—
Net loss before income taxes		(8,610	)		—
Income tax expense		4			—
Net loss	$	(8,614	)	$	—

	Elora Apothecary Ltd.			Trailside Pharmacy Ltd.			0864009 B.C. Ltd.			Vaughan Endoscopy Clinic Inc.			Total - $
Total consideration transferred:
Cash consideration		1,138			541			1,755			-			3,434
Share consideration		109			109			183			-			401
Liabilities assumed		-			-			-			184			184
Total consideration		1,247			650			1,938			184			4,019
Assets
Cash		1			1			-			2			4
Accounts receivable		54			31			24			1			110
Inventories		101			66			62			-			229
Prepaid and other assets		10			15			166			27			218
Property and equipment		5			79			-			27			111
Right-of-use assets		72			591			103			379			1,145
Intangible assets (1)		579			193			830			-			1,602
Liabilities
Trade and other payables		(128	)		(74	)		(128	)		(2	)		(332	)
Deferred tax liability		(150	)		-			(214	)		-			(364	)
Lease liabilities		(72	)		(591	)		(103	)		(379	)		(1,145	)
Net assets assumed		472			311			740			55			1,578
Goodwill		775			339			1,198			129			2,441

(a)	Other segment expenses include employee compensation and benefits, share based compensation, non-cash charges, other sales and marketing costs, professional fees, broker commissions, and other general expenses

~~(1)~~The accounting ~~Intangible~~policies ~~assets~~of ~~primarily~~the ~~consist~~segment ofare ~~the~~consistent ~~customer~~with ~~list~~those ~~acquired~~described in ~~the~~Note 1 – Nature of business ~~combination~~and summary of significant accounting policies.

~~Acquisition~~Geographic ~~of Elora Apothecary Ltd.~~Information

OnRevenue ~~October~~by 6,geography ~~2023,~~is ~~the~~based ~~Company~~on ~~acquired~~where the ~~shares~~customer ofis ~~Elora~~based. ~~Apothecary~~Summary ~~Ltd.~~financial ~~(“Elora”)~~data asattributable ato ~~business~~various ~~combination.~~geographic regions for the periods indicated is as follows:

~~Elora is~~ Schedule aof ~~retail~~revenue ~~pharmacy,~~by ~~located in Elora, ON, that provides customers with adequate prescription medications and other health related products and services.~~geography

The total purchase price consisted of cash consideration of $1.1 million and 32,962 common shares of the Company with a fair value of $0.1 million.

	2025		2024
	Three Months Ended December 31,
	2025		2024
United States	$	2,633	$	—
Canada		50		—
Asia		124		—
Total	$	2,807	$	—

~~The~~Note ~~excess~~15 of– the purchase price over the net identifiable assets acquired and the liabilities assumed resulted in goodwill of $0.8 million, which is largely attributable to the assembled workforce acquired and the synergies from combining operations. Goodwill will not be deductible for tax purposes.Concentrations

~~From~~Major ~~the date of acquisition, Elora contributed $1.0 million of revenue and less than $0.01 million to income before income taxes during the nine-month period ended June 30, 2024.~~suppliers

~~Acquisition~~The Company sourced approximately 98% of ~~Trailside~~its ~~Pharmacy~~inventory ~~Ltd~~purchases from two vendors for the three months ended December 31, 2025. There was $0.4 million of inventory purchases from major suppliers in accounts payable on the Consolidated Balance Sheets, as of December 31, 2025.

On October 6, 2023, the Company acquired the shares of Trailside Pharmacy Ltd. (“Trailside”) as a business combination.

Trailside is a retail pharmacy located in Fergus, ON, that provides customers with adequate prescription medications and other health related products and services.

The total purchase price consisted of cash consideration of $0.5 million and 32,962 common shares of the Company with a fair value of $0.1 million.

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~~The~~Major excess of the purchase price over the net identifiable assets acquired and the liabilities assumed resulted in goodwill of $0.3 million, which is largely attributable to the assembled workforce acquired and the synergies from combining operations. Goodwill will not be deductible for tax purposes.customers

~~From~~Accounts ~~the~~receivable ~~date~~from oftwo ~~acquisition,~~customers ~~Trailside~~represented ~~contributed~~96% ~~$1.0~~of ~~million~~accounts receivable as of ~~revenue~~December ~~and~~31, ~~$(0~~2025.1) ~~million~~Two tocustomers ~~loss~~represented ~~before~~88% ~~income~~of ~~taxes~~gross sales ~~during~~for the ~~nine-month period~~three months ended ~~June~~December 3031, ~~2024~~2025.

~~The~~Credit assets of Elora and Trailside were subsequently sold on August 31, 2024 for a total sale price of $1.3 million plus inventory, resulting in a loss of $0.4 million which is included in other expenses on the condensed consolidated statement of operations.risk

~~Acquisition~~As of ~~0864009~~December B31, 2025 and September 30, 2025, the Company’s cash and cash equivalents were deposited in accounts at several financial institutions and may maintain some balances in excess of federally insured limits.C The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. ~~Ltd~~The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents.

OnThe ~~October~~Company ~~16,~~is ~~2023~~also exposed to credit risk on its trade accounts receivable. In evaluating expected credit losses under ASC 326, the Company considers ~~acquired~~historical collection experience, the ~~shares~~credit ~~0864009~~quality ~~B.C.~~of ~~Ltd~~its customers, and current economic conditions. ~~(“Mediglen”)~~Historically, the Company has experienced minimal bad debts and high collection rates, and as asuch, ~~business~~expected ~~combination~~credit losses on accounts receivable are considered low and the related allowance is not material.

~~Mediglen~~Note is16 a– ~~retail~~Loss ~~pharmacy,~~per located in Coquitlam, BC, that provides customers with adequate prescription medications and other health related products and services. The acquisition of Mediglen compliments and is in line with the Company’s growth strategy.share

The ~~total~~Company ~~purchase~~presents ~~price~~net ~~consisted~~loss ofper ~~cash~~share ~~consideration~~on a basic and diluted basis for the three months ended December 31, 2025 and 2024. Basic loss per share is computed by dividing net loss by the weighted average number of $1common shares outstanding (“WASO”) during the period.8 For ~~million~~the three months ended December 31, 2025 and 542024,~~936~~ the Company’s basic and diluted net loss per share attributable to common stockholders ~~shares~~are ofthe same as the Company ~~with~~generated a ~~fair~~net ~~value of $0~~loss.~~2 million.~~

~~The~~For ~~excess of~~ the ~~purchase~~three ~~price~~months ~~over~~ended ~~the~~December ~~net~~31, ~~identifiable~~2025, ~~assets~~the ~~acquired~~Company’s basic and ~~the~~diluted ~~liabilities~~net ~~assumed~~loss ~~resulted~~per inshare ~~goodwill~~attributable ofto ~~$1.2~~common ~~million,~~stockholders ~~which~~are isthe ~~largely~~same ~~attributable~~as to the ~~assembled~~Company ~~workforce~~generated ~~acquired~~a net loss and ~~the~~common ~~synergies~~stock equivalents are excluded from ~~combining~~diluted ~~operations.~~net ~~Goodwill~~loss ~~will~~per ~~not~~share beas ~~deductible~~they have ~~for~~an ~~tax~~anti-dilutive ~~purposes~~impact.

~~From~~For the ~~date~~three ofmonths ~~acquisition,~~ended ~~Mediglen~~December ~~contributed~~31, ~~$0.9~~2025, ~~million~~potentially ofdilutive ~~revenue~~securities ~~and~~not ~~less~~included ~~than~~in ~~$0.1~~the ~~million~~calculation toof ~~income~~diluted ~~before~~net ~~income~~loss ~~taxes~~per ~~during~~share, ~~the~~because ~~nine~~to do so would be anti-~~month~~dilutive, ~~period~~are ~~ended~~as ~~June~~follows: 3088,~~2024~~632,372 of stock equivalent warrants; and 40,868 of stock equivalent employee stock options.

~~Acquisition~~The ofCompany’s ~~Vaughan~~discontinued ~~Endoscopy~~operations ~~Clinic~~relate entirely to SRx Health Solutions, Inc., which was disposed of during the year ended September 30, 2025. Net loss per share from discontinued operations is presented separately in accordance with ASC 205-20 and ASC 260. Basic and diluted net loss per share from discontinued operations are calculated using the same weighted average number of shares as used for continuing operations.

OnThe ~~February~~following ~~29,~~table ~~2024,~~sets ~~the~~forth ~~Company~~basic ~~acquired~~and diluted net loss per share attributable to common stockholders for the ~~shares~~three ~~Vaughan~~months ~~Endoscopy~~ended ~~Clinic~~December 31, ~~Inc.~~2025 (~~“VEC”)~~in asthousands, aexcept ~~business~~per ~~combination.~~share amounts):

~~VEC is~~ Schedule ~~a medical clinic, located in Vaughan, ON, that offers patients endoscopy and other health related services. The acquisition~~ of ~~VEC compliments~~basic and isdiluted innet ~~line~~loss ~~with~~per ~~the~~share ~~Company’s~~attributable ~~growth~~to ~~strategy.~~common stockholders

The total purchase price consisted of total consideration of $0.2 million.

	Net loss			Weighted average shares		Loss per share
Continuing operations, basic and diluted	$	(8,614	)		33,737,015	$	(0.26	)
Discontinued operations, basic and diluted	$	—			33,737,015	$	—
Net loss	$	(8,614	)		33,737,015	$	(0.26	)

~~The~~Note ~~excess~~17 of– ~~the~~Discontinued purchase price over the net identifiable assets acquired and the liabilities assumed resulted in goodwill of $0.1 million, which is largely attributable to the assembled workforce acquired and the synergies from combining operations~~. Goodwill will not be deductible for tax purposes.~~

~~From~~On August 11, 2025, the ~~date~~Company’s ofwholly-owned ~~acquisition~~subsidiary, ~~VEC~~SRx ~~contributed~~Health $0Solutions Inc.2 ~~million~~(“Health ofSolutions” ~~revenue~~or ~~and~~the ~~less~~“Discontinued Operations”), ~~than~~filed ~~$0.01~~for ~~million~~protection tounder ~~income~~the ~~before~~Companies’ ~~income~~Creditors ~~taxes~~Arrangement ~~during~~Act (“CCAA”). As a result, the ~~nine-month~~Health ~~period~~Solutions segment has been classified as discontinued operations for all periods presented. The financial statements for the three months ended ~~June~~December 3031, 2025 and 2024 reflect only continuing operations, and results of the discontinued Health Solutions segment are presented separately in this footnote.

Note 5 – Trade and other receivables

Schedule of trade and other receivables

	June 30, 2025			September 30, 2024
Receivables from third-party customers	$	5,519		$	4,223
Other receivables		2,460			2,883
Sales and income tax receivables		247			2,371
Less: Allowance for current expected credit losses (“CECL”)		(88	)		(202	)
Accounts receivable, net	$	8,138		$	9,275

Trade receivables are non-interest bearing and are generally on terms of 30 to 60 days. There are no receivables due from third party customers that are past due and not impaired at each reporting date. Set out below are the changes in the CECL during each year.

Schedule of changes in current expected credit losses

	June 30, 2025			September 30, 2024
Opening balance	$	202		$	350
Less: Removal of accounts receivables		(202	)		(350	)
Plus: Provision for CECL		88			202
Ending balance	$	88		$	202

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~~Note~~Results 6of –Operations ~~Inventory~~of Discontinued Operations

~~Inventories~~The ~~are~~results ~~summarized~~of operations for the Health Solutions segment included in discontinued operations are as follows (in thousands):

Schedule of operations ~~inventories~~of discontinued operations

	June 30, 2025		September 30, 2024
		2025		2024
Finished goods	$	4,582	$	3,369
	Three months ended December 31,
Inventory packaging and supplies		550		-
		2025		2024
Inventories	$	5,132	$	3,369
Net sales	$	—	$	19,195
Cost of sales		—		15,481
Income tax expense (benefit)		—		74
Net loss from discontinued operations		—		(3,983	)

~~Note~~Cash 7Flows –of ~~Fixed~~Discontinued ~~assets~~Operations

~~Fixed~~The ~~assets~~cash ~~consist~~flows ofattributable to the ~~following~~Health Solutions segment are summarized as follows (in thousands):

Schedule of cash ~~fixed~~flow ~~assets~~of discontinued operations

	June 30, 2025			September 30, 2024
	2025			2024
Computer equipment	$	1,811		$	1,689
	Three months ended December 31,
Furniture and fixtures		775			603
	2025			2024
Medical equipment		1,078			1,288
Cash flows (used in) provided by:
Automobiles		52			144
Operating activities	$	—		$	1,463
Buildings		-			2,293
Investing activities		—			2,692
Leasehold improvements		3,971			5,152
Financing activities		—			(3,550	)
Signs		11			38
Net decrease in cash and cash equivalents	$	—		$	605
Total fixed assets		7,698			11,207
Accumulated depreciation		(4,628	)		(5,176	)
Fixed assets, net	$	3,070		$	6,031

~~Depreciation~~Notes ~~expense was $0.2 million~~ and ~~$0.5~~Additional ~~million for the three and nine months ended June 30, 2025, respectively. Depreciation expense was $0.2 million and $0.4 million for the three and nine months ended June 30, 2024, respectively.~~Information

~~Note~~All 8prior –period ~~Intangible~~results ~~assets~~for Health Solutions, including the year ended September 30, 2024, are presented within discontinued operations.

~~Schedule~~All historical ofacquisitions ~~intangible~~associated ~~assets~~with the Health Solutions segment relate solely to the discontinued business and were fully deconsolidated in connection with the CCAA process; accordingly, no ASC 805 business combination disclosures are included within the Company’s continuing operations.

	Nine months ended, June 30, 2025
	Gross Carrying Amount		Accumulated Amortization			Impairment Loss			Net Carrying Amount
Computer software	$	242	$	(212	)	$	-		$	30
Domain/website		2		(1	)		-			1
Customer lists		6,107		(2,993	)		(2,690	)		424
Charter license		918		(249	)		-			669
Total intangible assets	$	7,270	$	(3,455	)	$	(2,690	)	$	1,124

The financial impact of Health Solutions’ filing under CCAA is reflected in the measurement of net assets and any associated impairment or restructuring charges, if applicable. Refer to Note 8 – Commitments and contingencies for additional details related to obligations of the discontinued operations.

	Twelve months ended, September 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Impairment Loss			Net Carrying Amount
Computer software	$	288	$	(238	)	$	-		$	50
Domain/website		2		(1	)		-			1
Customer lists		10,816		(3,021	)		(1,585	)		6,210
Charter license		930		(190	)		-			740
Total intangible assets	$	12,036	$	(3,450	)	$	(1,585	)	$	7,001

The Company was subject to certain financial covenants under its senior secured term facilities with Canadian Western Bank (“CWB”) related to SRx Canada. As of the date of CCAA filing and subsequent disposal of the business, the Company was not in compliance with these covenants. The debt associated with these facilities has been deconsolidated from the Company’s financial statements. The underlying obligations, however, will not be legally settled or extinguished until completion of the CCAA process.

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~~Amortization~~Note ~~expense~~18 ~~was~~– ~~$1.6~~Subsequent million and $2.4 million for the three and nine months ended June 30, 2025, respectively. Amortization expense was $0.6 million and $1.0 million for the three and nine months ended June 30, 2024, respectively.events

The ~~estimated~~Company ~~future~~has ~~amortization~~evaluated subsequent events and transactions that occurred after the condensed consolidated statement of ~~intangible~~financial ~~assets~~position date isup asto ~~follows:~~the date that the financial statements were issued for potential recognition or disclosure. Other than the following, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

~~Schedule~~NYSE ofAccepts ~~estimated~~SRx ~~future~~Health ~~amortization~~Solutions’ ofPlan ~~intangible~~to ~~assets~~Regain Compliance with Listing Standards

July 1, 2025 – September 30, 2025	$	79
2026		271
2027		255
2028		169
2029		98
Thereafter		252
Total	$	1,124

On January 6, 2026, the Company received notice from NYSE American that it had accepted the Company’s plan to regain compliance with Sections 1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide. As a result, the Company’s common stock will continue trading on the NYSE American during an extension period through July 14, 2026, during which the Company must provide quarterly progress updates. The Company intends to regain compliance during the extension period.

~~The~~On ~~Company~~January ~~recognized an impairment loss of $1.6 million and $2.7 million during the three and twelve months ended September 30~~8, ~~2024~~2026, ~~and~~ the ~~three~~Company ~~and~~issued ~~nine~~a ~~months~~press ~~ended~~release ~~June~~regarding ~~30,~~these ~~2025~~matters, ~~respectively,~~which ~~related~~was tofurnished ~~customer~~as ~~list~~Exhibit ~~intangible assets acquired through prior business combinations~~99.1 ~~The customer lists were tested for impairment prior~~ to ~~goodwill testing using~~ the ~~income approach, specifically a discounted~~Company’s ~~cash~~Current ~~flow~~Report ~~(DCF) method. The impairment was the result of a decline in the estimated fair value of the customer lists below their carrying amount, based~~ on ~~updated~~Form ~~projections of future cash flows attributable to customer relationships and the application of a discount rate reflecting current market conditions and entity~~8-~~specific~~K ~~risks.~~filed ~~The~~on ~~impairment~~January ~~charge~~8, ~~is included in the condensed consolidated statement of operations and relates to the Pharmacy and Prescription Drug Sales reporting unit~~2026.

~~Note~~Share ~~9 – Goodwill~~Repurchase

~~The~~On ~~change~~February in3, 2026, the ~~carrying~~Company ~~amount~~entered into a Securities Purchase Agreement with a shareholder pursuant to which the Company repurchased 51,418 shares of ~~goodwill~~common isstock ~~summarized~~for asan ~~follows:~~aggregate purchase price of $0.01 million, or $0.14 per share.

~~Schedule~~ Conversion of ~~goodwill~~Preferred Stock

	June 30, 2025		September 30, 2024
Beginning balance	$	-	$	18,346
Disposals		-		(1,115	)
Acquisitions		-		2,438
Impairment expense		-		(19,669	)
Ending balance		-		-

Subsequent to quarter end, an aggregate of 1,617 shares of the Company’s preferred stock were converted into common stock. In connection with these non-cash conversions, the Company issued 8,410,690 shares of common stock at an average conversion price of $0.19 per share.

~~The~~Redemption ~~Company allocates goodwill to its Pharmacy and Prescription Drug Sales reporting unit, which includes multiple operating segments primarily consisting~~ of ~~retail~~Preferred ~~and specialty pharmacies, wholesale distribution of pharmaceuticals, patient support programs, and a diagnostic laboratory.~~Stock

~~The~~On ~~impairment~~February ~~was~~9, ~~primarily~~2026, ~~driven~~the byCompany ~~significant~~exercised ~~adverse~~its ~~changes~~right inunder ~~expected~~Section ~~future~~9 ~~cash~~of ~~flows resulting from~~ the ~~Company’s~~Certificate ~~loss~~ of aDesignations ~~key~~filed ~~contract~~on ~~during~~October ~~the~~27, ~~fourth~~2025 ~~quarter~~to redeem ofall ~~fiscal 2024~~17,418 ~~which~~outstanding ~~materially~~shares ~~reduced~~of ~~projected~~its ~~revenue~~preferred ~~for~~stock ~~the~~by ~~Pharmacy~~February ~~and~~12, ~~Prescription Drug Sales reporting unit~~2026. The ~~contract,~~redemption ~~which~~price ~~accounted~~is ~~for~~payable ain ~~substantial~~cash ~~portion~~at 125% of the ~~reporting unit’s revenue base~~$1,000 ~~was not~~conversion ~~renewed~~amount ~~due~~per ~~to changes in customer procurement strategy. In addition~~share, ~~challenging~~or ~~industry dynamics~~$1,250 ~~including increased pricing pressure~~per ~~from payors and reduced reimbursement rates~~share, ~~contributed~~for toan ~~lower~~aggregate ~~long-term~~redemption ~~growth~~price ~~expectations~~of ~~and operating margin forecasts~~$21. ~~These~~8 factors, combined with a higher discount rate reflecting increased market volatility and risk specific to the Company’s sector, resulted in a decrease in the estimated fair value of the reporting unit below its carrying amount, triggering goodwill impairmentmillion.

~~As September~~ELOC ~~30,~~Purchase 2024, the Company performed a quantitative goodwill impairment test for this reporting unit in accordance with ASC 350, Intangibles—Goodwill and Other. The fair value of the reporting unit was estimated using a discounted cash flow (DCF) analysis under the income approach. Based on the results of this analysis, the carrying amount of the reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $19.7 million for the three and twelve months ended September 30, 2024, which was recognized in the condensed consolidated statement of operations for the period then ended.Agreement

Subsequent to December 31, 2025, the Company issued 211,226,000 shares of common stock pursuant to its ELOC Purchase Agreement for total proceeds of approximately $29.1 million.

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~~Note 10~~ITEM –2. ~~Leases~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The ~~Company~~following ~~has~~discussion ~~lease~~includes ~~contracts~~forward-looking ~~for~~statements ~~various~~about ~~buildings~~our ~~used~~business, infinancial ~~its~~condition and results of operations, including discussions about management’s expectations for our business. ~~Leases~~The financial condition, results of ~~buildings~~operations ~~generally~~and ~~have~~cash ~~lease~~flows ~~terms~~discussed in ~~between~~this 3Management’s Discussion and 10 ~~years.~~Analysis ~~The~~of ~~Company~~Financial ~~applied~~Condition ~~incremental~~and ~~borrowing~~Results ~~rates~~of ~~that~~Operations ~~ranged~~are ~~from~~those ~~2.46%~~of toSRx 8Health Solutions Inc.~~58%~~ ~~for~~and ~~respective~~its ~~leases.~~consolidated ~~The~~subsidiaries, collectively, the “Company’s,” “SRx,” “we,” “our,” ~~obligations~~or ~~under~~“us.” ~~its~~These ~~leases~~statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are ~~secured~~likely byto ~~the~~cause ~~lessor~~our actual performance and management’s actions ~~title~~ to vary, and the ~~leased~~results ~~assets~~of these variances may be both material and adverse. ~~The~~A ~~Company~~description ~~has~~of ~~several~~material ~~lease~~factors ~~contracts~~known to us that ~~include~~may ~~extension~~cause our results to vary or may cause management to deviate from its current plans and ~~termination~~expectations, ~~options~~is set forth under “Risk Factors.” ~~These~~See ~~options~~“Cautionary ~~are~~Note ~~negotiated~~Regarding byForward-Looking ~~management~~Statements.” toThe ~~provide~~following ~~flexibility~~discussion should also be read in ~~managing~~conjunction with our audited consolidated financial statements including the ~~leased-asset~~notes thereto appearing elsewhere in this filing. Accordingly, ~~portfolio~~readers ~~and~~are ~~align~~cautioned ~~with~~not ~~the~~to ~~Company~~place undue reliance on these forward-looking statements, which reflect management’s ~~business~~analysis ~~needs~~only as of the date hereof. ~~Management~~We ~~exercises~~undertake ~~significant~~no ~~judgement~~obligation into ~~determining~~publicly ~~whether~~release the results of any revision to these forward-looking statements ~~extension~~which ~~and~~may ~~termination~~be ~~options~~made ~~are~~to ~~reasonably~~reflect ~~certain~~events or circumstances after the date hereof or to bereflect ~~exercised~~the occurrence of unanticipated events.

~~ROU~~Overview ~~assets~~ and ~~lease liabilities consist of the following:~~Outlook

~~Schedule~~Following the recent restructuring and the filing for bankruptcy protection by SRx Canada, the Company has undergone a significant transition. As part of ~~ROU~~this ~~assets~~process, the majority of SRx’s former specialty pharmacy, clinical services, and ~~lease~~distribution ~~liabilities~~operations have been discontinued or wound down. The business now continues through the Consumer Products segment, which represents the remaining operating platform after the restructuring.

	June 30, 2025		September 30, 2024
Operating lease assets	$	4,717	$	6,490
Current operating lease liabilities	$	1,190	$	1,469
Non-current operating lease liabilities		3,854		5,623
Total Operating lease liabilities	$	5,044	$	7,092

The Consumer Products segment provides a broad portfolio of premium and super-premium pet food and wellness products formulated with high-quality, science-based nutrition under the Halo brand. Unlike the capital-intensive, infrastructure-heavy specialty healthcare model previously operated under the SRx Network, the continuing business has a more streamlined operating footprint, reduced overhead, and a more focused commercial strategy. This shift fundamentally changes the Company’s business profile, risk exposures, and future operating priorities.

~~Total~~The ~~lease~~termination ~~costs~~of ~~for~~ the ~~three~~former specialty healthcare operations has also resulted in a simplified organizational structure. The Company no longer operates specialty pharmacies, clinics, PSP programs, or pharmaceutical distribution facilities, and ~~nine~~is ~~months~~no ~~ended~~longer ~~June~~positioned 30as a national specialty healthcare platform. Instead, ~~2024~~management is focused on stabilizing the remaining operations, preserving core customer relationships, and ~~2025~~ensuring ~~were:~~continuity of service while the Company transitions to a more sustainable operating model.

~~Schedule~~Looking ahead, the Company’s outlook reflects the early stages of ~~lease~~this ~~costs~~reset. Near-term priorities include strengthening the financial position of the continuing operations, optimizing cost structure, and re-establishing a focused growth path that aligns with the capabilities and market positioning of the Consumer Products business. While the restructuring has materially reduced the scale and scope of the Company compared to prior periods, management believes that the streamlined business provides a clearer path to operational stability and disciplined execution.

	2025		2024		2025		2024
	Three Months ended June 30,				Nine Months ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	547	$	666	$	1,707	$	1,816
Variable lease cost		-		-		-		-
Total lease cost	$	547	$	666	$	1,707	$	1,816

The Company will continue evaluating strategic alternatives to support the long-term viability of the business, including potential partnerships, product expansion opportunities, and targeted investments that align with the strengths of the continuing operations.

~~Approximate~~Recent ~~aggregate~~Corporate ~~annual lease payments as of June 30, 2025:~~Developments

~~Schedule~~Merger and ofCCAA ~~aggregate annual lease payments~~Proceedings

Year	Operating Leases
July 1 – September 30, 2025	$	399
2026		1,451
2027		1,314
2028		1,016
2029		746
Thereafter		1,136
Total	$	6,062
Less: Imputed interest		(1,018	)
Present value of net lease payments	$	5,044

On September 3, 2024, Better Choice Company, Inc. (“Predecessor”), SRx Canada, 1000994476 Ontario Inc. (“AcquireCo”), a corporation existing under the laws of the Province of Ontario and an indirect wholly-owned subsidiary of Predecessor, and 1000994085 Ontario Inc., a corporation existing under the laws of the Province of Ontario and a direct wholly-owned subsidiary of Predecessor (“CallCo”) entered into an Arrangement Agreement (the “Arrangement Agreement”), and the transactions contemplated thereby (the “Merger”) were completed on April 24, 2025 (which is referred to herein as the “Closing Date”). Pursuant to the Arrangement Agreement, on the Closing Date, AcquireCo merged with and into SRx Canada, with SRx Canada remaining as the surviving entity. Predecessor acquired the business of SRx Canada pursuant to the Merger.

~~The~~In ~~following~~connection ~~table~~with ~~includes~~the ~~supplemental~~Merger, ~~lease~~on ~~information~~April as24, at2025, ~~June~~Predecessor 30changed its corporate name from “Better Choice Company Inc.” to “SRx Health Solutions, ~~2025:~~Inc.” by the filing of a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware, and SRx Canada changed its name from “SRx Health Solutions Inc.” to “SRx Health Solutions (Canada) Inc.” by making the appropriate filing in the Province of Ontario.

Schedule of supplemental lease information

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	551
Weighted average remaining lease term (in years)
Operating leases		4.78
Weighted average discount rate
Operating leases		7.74	%

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~~Note~~On 11the –Closing ~~Debt~~Date, Predecessor issued to certain holders of the common stock of SRx Canada 8,898,069 shares of the Company’s Common Stock, and AcquireCo issued to certain holders of the common stock of SRx Canada 19,701,935 shares in the capital stock of AcquireCo which shares are exchangeable into shares of the Company’s Common Stock (the “Exchangeable Shares”) on a one-for-one basis.

~~Short~~On August 12, 2025, the Company announced that SRx Canada had obtained an Initial Order (the “Initial Order”) in Canada under the federal Companies’ Creditors Arrangement Act (the “CCAA” and SRx Canada’s proceedings thereunder, the “CCAA Proceedings”) from the Ontario Superior Court of Justice (Commercial List) (the “Court”). In connection with the Initial Order, the Court granted, among other relief, a stay of proceedings in favor of SRx Canada, the appointment of Grant Thornton Limited as the monitor of SRx Canada (in such capacity, the “Monitor”), debtor-~~term~~in-possession financing (“DIP Financing”), ~~borrowings~~and a sale process (“Sale Process”).

~~Schedule~~SRx Canada ofhas ~~short~~secured debtor-~~term~~in-possession ~~borrowings~~(DIP) Financing (which includes insider participation). The DIP Financing consists of a credit facility of up to a maximum of $1,750,000 which is expected to be used to finance SRx Canada’s working capital needs, including for continued operations and to implement the restructuring contemplated by the CCAA Proceedings. The CCAA Proceedings and DIP Financing will provide SRx Canada with the time and stability required to complete the Sale Process and identify transaction(s) which may include the sale of all or substantially all of the business or assets of SRx Canada. The Company intends to carry on the critical business of SRx Canada throughout the pendency of the CCAA Proceedings.

	As at June 30, 2025		As at September 30, 2024
Revolving line of credit	$	3,523	$	3,555
Short-term loan		550		-
Bank indebtedness		4		160
Total	$	4,077	$	3,715

Neither the Company nor the Company’s United States subsidiary, Halo, Purely For Pets, Inc., a Delaware corporation, has made any filing under any bankruptcy code or statutory reorganization scheme either in the United States or in Canada.

~~Revolving~~On ~~line~~August 14, 2025, the Company entered into a Settlement, Share Forfeiture and Mutual Release Agreement (the “Settlement Agreement”) with certain of ~~credit~~the founders and officers of SRx Canada (the “Forfeiting Stockholders”), pursuant to which the Forfeiting Stockholders forfeited for cancellation approximately 18,839,332 million Exchangeable Shares (the “Forfeited Shares”). In consideration of the Forfeited Shares, the Company agreed to release the Forfeiting Stockholders from certain claims by the Company.

~~Separately,~~July inPIPE September 2023, the Company entered into a revolving line of credit agreement with Canadian Western Bank (“CWB”) that permits borrowings up to $3.7 million at a variable interest rate equal to the bank’s prime rate plus 1.5% per annum. The interest rate was 6.45% and 7.95% at June 30, 2025 and September 30,2024, respectively. Interest is payable monthly, and the Company may repay and reborrow amounts at its discretion, subject to the terms of the facility. As of June 30, 2025 and September 30, 2024, $3.5 million was outstanding under the CWB line of credit. Accrued interest was not material as of June 30, 2025 and September 30, 2024. The facility is unsecured and contains no financial covenants.Financing

~~Revolving~~On ~~Loan~~July –7, ~~Better~~2025, ~~Choice~~the Company entered into the Securities Purchase Agreement (the “July PIPE SPA”) by and among the Company and the July PIPE Investors, including the lead investor (the “Lead Investor”), pursuant to which the Company issued and sold to the Investors (i) a new series of senior secured convertible notes (the “July Notes”) with an aggregate original principal amount of $7,650,000, subject to an original issue discount as provided in the July Notes, and (ii) warrants (the “July Warrants”) to acquire 21,338,062 shares of the Company’s common stock (the “Common Stock”) (such transaction, the “July PIPE Financing”).

OnThe ~~September~~July 20Notes bear interest at a rate of 8% per annum. The July Notes mature on July 8, ~~2024~~2027, provided that the ~~Company~~maturity ~~entered~~date ~~into~~may abe ~~revolving~~extended by ~~credit~~a ~~facility~~noteholder (if the ~~“Promissory~~Company ~~Note”)~~is ~~with~~in ~~Better~~default ~~Choice~~under ~~Company Inc.~~the ~~(“BTTR”)~~July Notes, ~~under~~and ~~which~~in certain other limited circumstances as described in the ~~Company~~July Notes. ~~could~~The ~~borrow,~~July ~~repay,~~Notes ~~and~~are ~~reborrow~~convertible upinto toshares ~~$750,000~~of the Common Stock at ana ~~interest~~conversion ~~rate~~price of ~~12%~~$0.6274 per ~~annum.~~share, subject to customary Onadjustments. ~~December~~The ~~31,~~July ~~2024,~~Warrants ~~the~~are ~~Promissory~~exercisable ~~Note~~for ~~was~~a ~~amended~~period toof ~~permit~~three ~~additional~~(3) ~~borrowing~~years ofbeginning ~~$720,000~~six at(6) amonths ~~revised~~from ~~interest~~the ~~rate~~date of ~~11%~~issuance ~~per~~at ~~annum~~an exercise price of $0.6274 per share, also subject to adjustment.

InAdditionally, ~~January~~on July 8, 2025, pursuant to and in connection with the ~~Promissory~~July ~~Note~~PIPE ~~was~~SPA, ~~further~~the ~~amended~~Company toentered ~~include~~into a ~~provision~~Security ~~whereby~~and Pledge Agreement (the “Security ~~outstanding~~Agreement”) ~~balance~~by ~~would~~and bebetween ~~converted~~the ~~into common~~Company ~~shares~~and ofthe Lead Investor, in its capacity as collateral agent, pursuant to which the Company ~~upon~~granted to the ~~closing~~Lead ofInvestor, afor ~~business~~the ~~combination~~ratable ~~between~~benefit of the ~~Company~~Lead Investor and ~~BTTR.~~the ~~The~~other ~~Promissory~~July ~~Note~~PIPE ~~was~~Investors, ~~personally~~a valid, ~~guaranteed~~perfected byand ~~Adesh~~enforceable ~~Vora~~security interest in certain assets of the Company and its subsidiaries, ~~former~~which ~~CEO~~assets include substantially all of the assets of the Company’s U.S. ~~The~~business, ~~agreement~~and ~~contained~~pledged noas ~~financial~~collateral orthe ~~non-financial~~equity ~~covenants~~held by the Company in certain of the Company’s subsidiaries.

OnAdditionally, ~~April~~on 24July 8, 2025, pursuant to and in connection with the ~~reverse~~July ~~merger~~PIPE ~~between~~SPA, the Company and ~~BTTR,~~ the ~~full~~July ~~outstanding~~PIPE ~~balance~~Investors ofentered ~~the~~into ~~Promissory~~a ~~Note,~~Registration ~~including~~Rights ~~accrued~~Agreement ~~interest,~~(the ~~was~~“July ~~converted~~PIPE ~~into~~RRA”), ~~common~~pursuant ~~shares~~to ofwhich the Company inagreed ~~accordance~~to file a registration statement with the ~~amended~~United States ~~terms.~~Securities Asand aExchange ~~result,~~Commission (“SEC”) covering the ~~Promissory Note~~resale ~~has~~of ~~been~~Common ~~settled~~Shares inthat ~~full~~are ~~and~~issuable ~~derecognized~~upon ~~from~~the conversion of the ~~financial~~July ~~statements~~Notes asor the exercise of ~~June~~the ~~30,~~July ~~2025~~Warrants.

NoAdditionally, ~~gain~~on orDecember ~~loss~~23, ~~was~~2025, ~~recognized~~pursuant ~~upon~~to ~~conversion.~~and ~~All~~in ~~prior-period~~connection ~~balances~~with ~~related~~the July PIPE SPA, the Company and the July PIPE Investors utilized a portion of available liquidity to ~~this~~fully ~~facility~~repay ~~have~~the ~~been~~outstanding ~~removed,~~principal and noaccrued ~~amounts~~interest ~~are~~on the July PIPE Notes, thereby extinguishing all ~~outstanding~~related ~~under~~debt ~~this~~obligations. ~~facility~~For asmore ofinformation, ~~June~~see 30SRx Health Solutions, Inc.’s Form S-1/A filed on December 23, 2025.

~~Term~~October ~~Facilities~~PIPE Financing

~~Prior~~On toOctober ~~September 18~~27, ~~2023~~2025, the Company entered into ~~senior~~a ~~secured~~Securities ~~term~~Purchase ~~facilities~~Agreement ~~with~~(the ~~CWB~~“October ~~Financial~~PIPE ~~Limited (“CWB~~SPA”) ~~for~~with acertain ~~select~~accredited ~~number~~investors ofnamed ~~its~~therein ~~pharmacy locations. Under~~ (the ~~terms~~“October ofPIPE ~~the facility with CWB the Company must maintain a minimum Debt Service Coverage ratio of at least 1~~Investors”).~~30x.~~ ~~The~~Certain ~~Debt~~October ~~Service~~PIPE ~~Coverage~~Investors ~~ratio~~are isJuly ~~based~~PIPE ~~on the combined results for 1093507 B~~Investors.C. ~~Ltd., Alberta Specialty Rx~~Pursuant ~~Inc.,~~to ~~ConnectRX~~the ~~Inc.,~~October ~~Trillium~~PIPE ~~Pharmaceuticals~~SPA, ~~Nepean~~up ~~Medical~~to ~~Pharmacy Inc.~~38,070 ~~and~~shares ~~two other associated corporations~~ of the Company.’s ~~On September~~Series ~~18,~~A ~~2023,~~convertible ~~the~~preferred ~~Company~~stock, ~~refinanced~~par ~~its~~value ~~existing senior secured term debt with CWB under SRx Health Solutions Inc~~$0.001 ~~Under~~per ~~the terms~~share of (the ~~facility~~“Series ~~with~~A ~~CWB~~Preferred ~~the~~Stock”) ~~Company~~and ~~must~~accompanying ~~maintain~~warrants a(“October ~~Senior~~Warrants”) ~~Funded Debt~~ to ~~Adjusted~~purchase ~~EBITDA~~shares of ~~less~~the ~~than 4.0x and a Fixed Charge Coverage~~Company’s ~~Ratio~~common ofstock, ~~greater~~par ~~than~~value 1$0.~~0x.~~001 Asper atshare ~~June~~(the ~~30,~~“Common ~~2025~~Stock”) ~~and~~may ~~September~~be ~~30,~~purchased ~~2024,~~for ~~the~~an ~~Company~~aggregate ispurchase ~~not~~price inof ~~compliance~~up ~~with~~to ~~the covenants and as a~~$30.46 ~~result~~million ~~the~~in ~~entire~~one ~~CWB~~or ~~loan~~more isclosings ~~classified~~(such astransaction, athe ~~current~~“October ~~liability.~~PIPE ~~The terms of these facilities have been summarized below~~Financing”).

Schedule of term facilities

	Interest rate			Maturity	As at June 30, 2025		As at September 30, 2024
	%				$		$
CWB Financial Limited		8.78	%	September 2027		21,646		28,736
CWB Financial Limited		9.21	%	October 2027		1,408		1,487
CWB Financial Limited		8.67	%	November 2027		-		380
Total						23,054		30,603

Table of Contents

~~Other~~On ~~borrowings~~October 27, 2025, in connection with the October PIPE Financing, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations establishing the rights, preferences, and privileges of the newly authorized Series A Preferred Stock.

~~Schedule~~On October 31, 2025, pursuant to the October PIPE SPA, the Company issued and sold, and the October PIPE Investors purchased, in a private placement: 19,035 shares of ~~other~~the ~~borrowings~~Series A Preferred Stock and 54,527,811 October Warrants to purchase shares of Common Stock for aggregate proceeds of approximately $14.0 million, paid in cash or through the cancellation of such October PIPE Investor’s July Note and July in lieu of cash. The Company waived receipt of the cash portion of the purchase price until November 3, 2025. Pursuant to the October PIPE SPA, the July PIPE Investors waived the requirement under the July PIPE SPA that the Company register for resale 250% of the shares of Common Stock issuable upon the conversion or exercise of the July Notes or July Warrants.

	Interest rate			Maturity	As at June 30, 2025		As at September 30, 2024
	%				$		$
CEBA loans		15	%	December 2026		688		696
Macdonald DND Site Development LP		3	%	September 2024		-		719
Meridian OneCap		6	%	November 2027		-		31
Nu-quest Distribution Inc.		9	%	September 30, 2026		2,851		-
Arbinder Sohi		12	%	On demand		146		222
Total other borrowings						3,685		1,668
Long-term portion of other borrowings						1,903		696

In conjunction with the October PIPE SPA, on October 31, 2025 the Company entered a registration rights agreement with the investors (the “October PIPE RRA”), pursuant to which the Company will be required to file a registration statement with the Securities and Exchange Commission (the “SEC”), to register for resale the Common Stock issuable upon (x) the conversion of the Series A Preferred Stock and (y) the exercise of the October Warrants.

~~The~~ELOC ~~Company~~Transaction applied to CEBA (Canadian Emergency Business Account) program which is a government assistance program in the form of interest-free loans provided to small businesses during a period of revenue reduction due to COVID-19. The Company did not repay the loans by the original maturity date of January 19, 2024, and the loans now have a maturity date of December 31, 2026 and bear an interest rate at 5% per annum.

~~The~~Concurrently ~~following~~with ~~outlines~~the issuance of the ~~current~~Notes and ~~long-term~~Warrants ~~portion~~described above under “July PIPE Financing,” on July 7, 2025, the Company and the Selling Stockholder entered into a common share purchase agreement (as amended, the “ELOC Purchase Agreement”), which provides that subject to the terms and conditions set forth therein, the Company may sell to the Selling Stockholder up to the lesser of (i) $50 million of the ~~term~~Company’s ~~facilities~~common shares, no par value (the “Common Share”) and (ii) the Exchange Cap (as defined below) (subject to certain exceptions provided in the ELOC Purchase Agreement) (the “Total Commitment”), from time to time during the ~~year:~~term of the ELOC Purchase Agreement. On October 28, 2025, the Company and the Selling Stockholder executed an amendment to the ELOC Purchase Agreement increasing the Total Commitment from $50 million to $1.0 billion (the “ELOC Amendment”).

~~Schedule~~Additionally, on ofJuly ~~current~~7, 2025, the Company and ~~long-term~~the ~~portion~~Selling Stockholder entered into a registration rights agreement (the “ELOC RRA”), pursuant to which the Company agreed to file this registration statement with the United States Securities and Exchange Commission (“SEC”) covering the resale of Common Shares that are issued to the ~~term~~Selling ~~facilities~~Stockholder under the ELOC Purchase Agreement (the “Registration Statement”).

	As at June 30, 2025		As at September 30, 2024
Current portion of long-term borrowings	$	24,836	$	31,575
Long-term portion		1,903		696
Total		26,739		32,271

On October 28, 2025, the Selling Stockholder executed a waiver with respect to the ELOC Purchase Agreement and ELOC RRA which waivers allows the Company to register just $27.55 million of Common Stock under the Initial Registration Statement (as defined in the ELOC RRA), rather than $1 billion of Common Stock, due to the constraints of the Company’s currently authorized capital. In the event that the Company’s authorized capital increases, the Company intends to amend this Registration Statement to register an additional $972.45 million of Common Stock, subject to the ELOC Purchase Agreement and ELOC RRA.

~~Note~~Under 12the –terms ~~Convertible~~and ~~debentures~~subject to the satisfaction of the conditions set forth in the ELOC Purchase Agreement, the Company has the right, but not the obligation, to sell to the Selling Stockholder, and the Selling Stockholder is obligated to purchase, up to the Total Commitment. Such sales of Common Shares by the Company, if any, will be subject to certain limitations as set forth in the ELOC Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, over the period commencing on the date that all of the conditions to the Company’s right to commence such sales are satisfied, including that the registration statement referred to above is declared effective by the SEC and a final form of the prospectus included therein is filed with the SEC (the “Commencement Date”) and ending upon the expiration of this Registration Statement pursuant to Rule 4125(a)(5) of the Securities Act of 1933, as amended, or otherwise upon the termination of the ELOC Purchase Agreement as provided therein. The Selling Stockholder has no right to require the Company to sell any Common Shares to the Selling Stockholder, but the Selling Stockholder is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the ELOC Purchase Agreement.

~~The~~As ~~amount~~consideration for the Lead Investor entering into the ELOC Purchase Agreement, concurrently with the execution of the ELOC Amendment, the Company issued to the Lead Investor a convertible ~~debentures~~promissory ~~recorded~~note ~~during~~in the ~~year~~original principal amount of $20.0 million (the “ELOC Commitment Note”), which is ~~composed~~convertible into up to 72,048,620 shares of Common Stock (collectively, the ~~following:~~“ELOC Commitment Shares”), assuming a price of $0.3210 per share, which was the closing price of our shares of Common Stock on the NYSE American on October 22, 2025. The ELOC Commitment Note was issued by the Company to the Lead Investor in lieu of the Commitment Shares, as defined in the original ELOC purchase Agreement. The Company also agreed to pay the Lead Investor up to $35,000 for its reasonable expenses under the ELOC Purchase Agreement.

~~Schedule of convertible debentures~~EMJC Transaction

	Interest rate			Maturity	As at June 30, 2025		As at September 30, 2024
	%				$		$
Convertible debentures		15.0	%	November 29, 2024		163		769
Better Choice Company Inc. convertible promissory note		25.0	%	November 14, 2024		-		1,461
Convertible debentures		10	%	January 2, 2025		439		-
Convertible debentures		8	%	August 31, 2025		543		-
Total						1,145		2,230

On December 16, 2025, the Company entered into a Share Exchange and Asset Transfer Agreement (the “Transfer Agreement”), as unanimously approved by the Board, by and among the Company, EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”), and the transferors named therein (the “Transferors”).

~~The~~Upon ~~convertible~~the ~~debentures~~terms ~~are~~and ~~automatically~~subject ~~converted~~ to ~~equity~~the atconditions aset ~~15%~~forth ~~discount~~in to the ~~price~~Transfer ~~per~~Agreement, ~~security~~the ~~issued~~Company atshall ~~the~~acquire ~~time~~EMJC ofand anDelawareCo ~~Initial~~and acquire ~~Public~~from ~~Offering~~certain orTransferors ~~liquidity~~all ~~event~~of iftheir ~~this~~rights ~~event~~in ~~occurs~~and ~~prior~~ to ~~the~~certain ~~maturity~~intellectual ~~date~~property ~~of December 31~~assets, ~~2023.~~in ~~The~~an ~~interest~~all-stock ~~and~~transaction, ~~principal~~for isan aggregate ~~payable~~purchase onprice ~~maturity~~of ifapproximately a$55 ~~liquidity event has not occurred~~million.

OnRedemption ~~December 31, 2023, the maturity date~~ of ~~the~~Preferred convertible debentures was extended to July 31, 2024, with the exception of $0.1 million in principal plus accrued interest that was repaid. On December 31, 2023 the interest rate was increased to 15% per annum from 5% per annum. This increase was applied retroactively from the date the cash was received. Additional amendments were provided to convertible debenture holders that further extended the maturity date. On November 29, 2024, convertible debentures with principal amounts $0.5 million plus accrued interest of $0.1 million were converted to common shares. On February 28, 2025, convertible debentures worth $0.1 million plus accrued interest of less than $0.1 million were converted to common shares.Stock

On February 9, 2026, the Company exercised its right under Section 9 of the Certificate of Designations filed on October 27, 2025 to redeem all 17,418 outstanding shares of its preferred stock by February 12, 2026. The redemption price is payable in cash at 125% of the $1,000 conversion amount per share, or $1,250 per share, for an aggregate redemption price of $21.8 million.

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~~During~~Other the nine-months ended June 30, 2025, the Company issued an additional $1.0 million in convertible debentures. The convertible debentures are converted to equity at a 115% of the principal amount plus accrued interest at the holders’ option.Matters

~~Better~~The ~~Choice~~Company ~~Convertible~~appointed ~~Note~~two new directors to its Board. Joshua Epstein joined the Board effective October 1, 2025, and Sammy Dorf, Esq. was appointed effective November 10, 2025.

On ~~August~~October 158, ~~2024~~2025, ~~Better~~the ~~Choice~~ Company’s ~~Inc.~~stockholders, ~~(“BTTR”)~~acting ~~entered~~by ~~into~~written aconsent, ~~convertible~~approved ~~promissory~~several ~~note~~corporate ~~agreement~~actions. ~~with~~These ~~the~~actions ~~Company~~included inauthorizing ~~the~~certain ~~principal~~issuances ~~amount~~ of ~~$1.45~~common ~~million.~~stock ~~The~~and ~~note~~convertible ~~included~~securities, approving a ~~provision~~future ~~allowing~~private ~~BTTR,~~equity ~~under~~offering ~~certain~~of ~~conditions~~securities, amending the Certificate of Incorporation to ~~convert~~increase the ~~outstanding~~number of authorized shares, amending the Bylaws to reduce quorum requirements for stockholder ~~principal~~meetings, and ~~any~~authorizing ~~accrued~~an ~~interest~~additional ~~into~~reverse ~~common~~stock ~~shares~~split of the Company’s ~~based~~common onstock at a ~~defined~~ratio ~~formula~~to be determined by the Board.

InOn ~~connection~~October ~~with~~31, 2025, the ~~reverse~~Company ~~merger~~accepted ~~transaction~~the ~~that~~voluntary ~~closed~~resignations onof ~~April~~directors ~~24,~~Lionel ~~2025,~~F. ~~the~~Conacher ~~convertible~~and ~~promissory~~David ~~note~~Allen ~~was~~White. ~~converted~~Following ~~into common~~these ~~shares~~resignations, ofMichael ~~the~~Young, ~~Company~~Simon ~~pursuant~~Conway, toand ~~its~~Joshua ~~contractual~~A. ~~terms~~Epstein ~~and~~were isappointed noto ~~longer~~serve ~~outstanding~~on aseach of ~~June~~the 30Audit, ~~2025.~~Compensation, Noand ~~gain~~Nominating & orGovernance ~~loss~~Committees, ~~was~~with ~~recognized upon~~each ~~settlement~~member designated as chairman of one of the committees.

~~Accordingly,~~On November 19, 2025, the ~~convertible~~Company ~~promissory~~filed ~~note~~a ~~has~~Certificate ~~been~~of ~~derecognized~~Amendment ~~from~~with the ~~financial~~Secretary ~~statements~~of ~~and~~State isof ~~not~~the ~~included~~State inof Delaware which increased the ~~June~~number ~~30,~~of ~~2025~~shares ~~condensed consolidated~~of ~~balance~~Common ~~sheet.~~Stock ~~Prior-period~~that ~~fair~~the ~~value~~Company ~~assessments~~is ~~and~~authorized ~~derivative~~to ~~accounting~~issue ~~considerations~~from ~~are~~200,000,000 noshares ~~longer~~to ~~applicable~~5,000,000,000 shares.

~~Accordingly~~As previously disclosed, the Company was notified on October 14, 2025 that it was not in compliance with certain continued listing standards. Subsequent to December 31, 2025, the ~~convertible~~Company ~~debentures~~received ~~and~~notice from NYSE American that it had accepted the ~~convertible~~Company’s ~~promissory~~plan ~~note~~to ~~are~~regain compliance ~~accounted~~with ~~for~~Sections as1003(a)(i) ~~single~~and ~~financial~~1003(a)(ii) ~~liabilities~~of the NYSE American Company Guide on January 6, 2026. ~~Upon~~As ~~initial~~a ~~recognition~~result, the Company’s common stock will continue trading on the ~~instruments~~NYSE ~~are~~American ~~recorded~~during atan ~~their~~extension ~~transaction~~period ~~price~~through July 14, 2026, during which ~~approximates~~the ~~fair~~Company ~~value~~must provide quarterly progress updates. The Company intends to regain compliance during the extension period.

~~Note~~Results 13of –Operations ~~Revenue~~for the three months ended December 31, 2025 and 2024

The ~~Company’s~~following ~~disaggregated~~table ~~revenue~~sets isforth asour ~~follows~~consolidated results for the periods presented (in thousands):

Schedule of disaggregated revenue

		Three Months Ended December 31,						Change
		2025			2024			$		%
Net sales	$	2,807		$	—		$	2,807		*
Cost of goods sold		1,753			—			1,753		*
Gross profit		1,054			—			1,054		*
Operating expenses:
Selling, general and administrative		4,844			—			4,844		*
Total operating expenses		4,844			—			4,844		*
Loss from continuing operations		(3,790	)		—			(3,790	)	*
Other expense:
Interest expense, net		1,288			—			1,288		*
Loss on extinguishment of debt		3,064			—			3,064		*
Change in fair value of digital assets		464			—			464		*
Other expense		4			—			4		*
Total other expense, net		4,820			—			4,820		*
Net loss before income taxes		(8,610	)		—			(8,610	)	*
Income tax expense		4			—			4		*
Net loss	$	(8,614	)	$	(3,983	)	$	(4,631	)	*

	2025		2024		2025		2024
	Three months ended June 30,				Nine months ended June 30,
	2025		2024		2025		2024
Revenue recorded at point in time
Services provided by pharmacy
Retail pharmacy	$	6,790	$	41,438	$	33,598	$	113,921
Infusion services		207		428		724		948
Specialty clinics		142		111		411		417
Wholesale distribution of drugs and other medications		1		245		31		612
Patient support program		193		262		731		744
Clinical trial		213		7		792		8
Consumer packaged goods		2,673		-		2,673		-
Other service revenue		1,228		179		2,122		472
Total revenue	$	11,447	$	42,670	$	41,082	$	117,122

*Percentage change is not meaningful due to a prior year balance of zero.

~~Note~~Net ~~14 – Segment information~~sales

~~The~~We ~~Company~~generate ~~evaluated~~revenue ~~its~~primarily ~~operating~~through ~~segments~~the insale ~~accordance~~of ~~with~~premium ~~ASC~~and ~~280,~~super-premium ~~“Segment~~pet ~~Reporting,”~~food and ~~determined~~wellness ~~that~~products itunder ~~operates with~~the ~~two~~Halo ~~reportable~~brand. ~~segments:~~Revenue is ~~Health~~recognized ~~Solutions~~when ~~and~~control ~~Consumer~~transfers ~~Products.~~to ~~The~~the ~~Health~~customer, ~~Solutions~~generally ~~segment~~at ~~encompasses~~ the ~~Company’s~~point ~~network~~ of ~~pharmacies~~sale ~~across~~through ~~Canada~~our digital, ~~representing~~international, ~~the~~or ~~core business~~brick-and-mortar channels. ~~The~~Most ~~Legacy~~transactions ~~Consumer~~involve ~~Products segment consists of the legacy Halo pet food business, which includes~~ a ~~range~~single ofperformance ~~premium~~obligation. ~~pet~~Reported ~~products~~net ~~such~~sales asare ~~dry~~reduced ~~kibble,~~by ~~wet~~trade ~~food~~promotions, ~~freeze-dried raw food~~discounts, ~~treats,~~ and ~~toppers for~~ ~~dogs~~other ~~and~~customer ~~cats.~~incentives, ~~While~~which ~~the~~are ~~Consumer~~estimated ~~Products~~and ~~segment~~recorded ~~operates~~as ~~across~~reductions ~~various~~to ~~sales~~gross ~~channels,~~revenue. itWe ~~remains~~also maintain a ~~distinct~~reserve ~~and~~for ~~immaterial~~expected ~~component~~product ofreturns ~~the~~based ~~overall~~on ~~business~~historical experience. ~~The~~Following ~~two~~the ~~segments~~restructuring ~~are~~of ~~evaluated~~SRx ~~separately~~Canada byand the ~~Chief~~CCAA ~~Operating Decision Maker~~proceedings, ~~reflecting~~the ~~differences~~Company inno ~~their~~longer derives ~~operational~~material ~~dynamics,~~revenue ~~customer~~from ~~bases~~specialty pharmacy, ~~and~~clinical ~~economic~~services, ~~characteristics.~~diagnostics, ~~This~~or ~~segmentation~~pharmaceutical ~~provides~~distribution, aand ~~clear~~its ~~view~~current ~~of the Company’s financial~~operations ~~performance~~are ~~aligned~~focused ~~with~~exclusively ~~how~~on ~~management~~the ~~oversees~~pet health and ~~allocates~~wellness ~~resources across its distinct lines of~~ business.

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The Company’s Board of Directors, designated as the Chief Operating Decision Maker (“CODM”), evaluates performance and makes decisions based on financial information presented for the Company’s two reportable segments: Health Solutions and Consumer Products. The CODM reviews financial results separately for each segment, including revenues, gross margin, and Adjusted EBITDA, to assess performance and allocate resources accordingly. Resources are allocated based on the distinct operational needs and strategic priorities of each segment, reflecting their differing business models, customer bases, and economic characteristics.

The Board of Directors, as the CODM for the Company, does not review total assets when evaluating the performance of the Company’s operating segments. The Consumer Products segment operates an asset-light business model, utilizing third-party logistics (3PL) providers and outsourced manufacturing, resulting in minimal asset ownership. While the Health Solutions segment includes pharmacy operations that may have more significant asset balances, asset-related information is generally not a key factor in the CODM’s performance assessments and is therefore not presented.

Sales, gross margin, and net loss are presented separately for the Health Solutions and Consumer Products segments in the table below and collectively reconcile to the Company’s consolidated results as reflected in the condensed consolidated statement of operations. The Board of Directors, acting as the CODM, evaluates the performance of each segment individually, including significant segment-level expenses. These expenses, which are reviewed to assess operating performance and support resource allocation decisions, consist of the following (in thousands):

Schedule of segment information

	Health Solutions			Consumer Products			Health Solutions			Consumer Products
	Three Months Ended June 30, 2025						Nine Months Ended June 30, 2025
	Health Solutions			Consumer Products			Health Solutions			Consumer Products
Net sales	$	8,774		$	2,673		$	38,409		$	2,673
Cost of goods sold		5,386			2,642			28,144			2,642
Gross profit		3,388			31			10,265			31
Segment expenses:
Salaries and wages		4,678			504			14,433			503
Depreciation and amortization		802			309			2,614			309
Share-based compensation		916			2,032			2,385			2,032
Rent		243			7			696			7
Impairment expense		2,690			-			2,690			-
Other segment expenses (a)		2,874			5,786			11,018			5,786
Total segment expenses		12,203			8,638			33,836			8,637
Loss from operations		(8,815	)		(8,607	)		(23,571	)		(8,606	)
Other income (expense):
Interest expense		(16	)		32			3,425			32
Other income		(1,005	)		30			(3,378	)		30
Bargain purchase gain		-			1,693			-			1,693
Total other income (expense)		(1,021	)		1,755			47			1,755
Net loss before income taxes		(9,836	)		(6,852	)		(23,524	)		(6,851	)
Income tax expense		(133	)		(5	)		(835	)		(5	)
Deferred tax income (expense)		1,693			-			1,470			-
Net loss	$	(8,276	)	$	(6,857	)	$	(22,889	)	$	(6,856	)

(a) Other segment expenses include employee benefits (including Canada Pension Plan, Employment Insurance, Registered Retirement Savings Plan matching, and staff bonuses), subcontracted and temporary labor, professional and consulting fees (legal, accounting, and general), insurance, IT and software costs, office and clinical supplies, sales and marketing, travel and meals, and various other general and administrative expenses.

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The Company began reporting two operating and reportable segments – Health Solutions and Consumer Products – following the reverse merger completed on April 24, 2025. Prior to the merger, only the Health Solutions business was reflected in the condensed consolidated financial statements, and accordingly, financial information for the three and nine-month periods ended June 30, 2024 relates solely to the Health Solutions segment. Comparative information for the Consumer Products segment is not presented for those periods, as it was not part of the Company’s operations prior to the merger. For the three- and nine-month periods ended June 30, 2025, the Consumer Products segment reflects activity only from the merger date forward. Segment information for the Health Solutions business for the three- and nine-month periods ended June 30, 2024 is presented in the following table:

	Three months Ended June 30, 2024			Nine Months Ended June 30, 2024
	Health Solutions			Health Solutions
Net sales	$	42,670		$	117,122
Cost of goods sold		33,254			93,695
Gross profit		9,416			23,427
Segment expenses:
Salaries and wages		5,431			15,352
Depreciation and amortization		1,186			3,322
Share-based compensation		761			2,582
Rent		332			887
Other segment expenses (a)		3,028			9,483
Total segment expenses		10,738			31,627
Loss from operations		(1,322	)		(8,200	)
Other income (expense):
Interest expense		(1,132	)		(3,259	)
Other income		119			(69	)
Total other income (expense)		(1,013	)		(3,329	)
Net loss before income taxes		(2,335	)		(11,529	)
Income tax expense		(345	)		(157	)
Deferred tax income (expense)		(435	)		609
Net loss	$	(3,115	)	$	(11,077	)

Geographic Information

Revenue by geography is determined based on the customer’s location. For the three- and nine-month periods ended June 30, 2025, U.S. revenue reflects only legacy Halo activity, representing revenue from the Consumer Products segment, and includes results only from the date of the merger (April 24, 2025) onward. Revenue from the Health Solutions segment during the same period reflects activity exclusively in Canada. Segment information for Health Solutions for the three- and nine-month periods ended June 30, 2024, is presented in the following table. Summary financial data by geographic region for the periods indicated is as follows (in USD):

Schedule of revenue by geography

	2025		2024		2025		2024
	Three months ended June 30,				Nine months ended June 30,
	2025		2024		2025		2024
United States	$	2,673		-	$	2,673		-
Canada	$	8,774	$	42,670	$	38,409	$	117,122
Total	$	11,447	$	42,670	$	41,082	$	117,122
Revenue	$	11,447	$	42,670	$	41,082	$	117,122

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Long-lived assets for the periods indicated are as follows (in USD):

Schedule of long-lived assets by geography

	As at June 30, 2025		As at September 30, 2024
United Sates	$	4,090	$	-
Canada		104		13,032
Total	$	4,194	$	13,032
Long-lived assets	$	4,194	$	13,032

The accounting policies of the segment are consistent with those described in Note 1 - Summary of Significant Accounting Policies.

Note 15 – Income taxes

For the three and nine months ended June 30, 2025, the Company recorded an income tax provision of $0.1 million and $0.8 million, respectively. The Company recorded an income tax provision of $0.3 million and $0.2 million for the three and nine months ended June 30, 2024, respectively.

For the three and nine months ended June 30, 2025, the Company recorded deferred tax income of $1.7 million and $1.5 million, respectively. The Company recorded deferred tax expense of $0.4 million for the three months ended June 30, 2024 and deferred tax income of $0.6 million for the nine months ended June 30, 2024.

For the three and nine months ended June 30, 2025 and 2024, the Federal and Provincial tax rates were 15.0% and 11.5%, respectively.

The Company’s U.S. operations are subject to a federal statutory tax rate of 21%, but due to a full valuation allowance against deferred tax assets related to net operating losses, the effective tax rate was less than 1% for the three and nine months ended June 30, 2025 and 2024, resulting in a minimal income tax provision.

Note 16 – Related party transactions

Related Party Loans and Balances

During the fiscal year ended September 30, 2024, and the nine month period ended June 30, 2025 prior to the Merger, SRx Canada, while privately held, engaged in non-interest-bearing working capital advances with its largest shareholder and entities under common control, intended to provide short-term liquidity. These advances were non-interest-bearing, not governed by formal written agreements, and SRx Canada did not incur or recognize interest expense in connection with these transactions.

As previously disclosed, for the fiscal year ended September 30, 2024, and the interim periods ended March 31, 2025, all material related party loans were forgiven and the Company recorded a capital contribution. No amounts remained outstanding prior to the merger.

During the pre-merger period in the three months ended June 30, 2025, as a result of historical clean-ups, the net related party balances transitioned into a payable position. This included a $1.4 million balance due to Adesh Vora, the Company’s former Chief Executive Officer. The recognition of this payable was recorded as an increase to beginning accumulated deficit and reflected as a non-cash capital distribution in the condensed consolidated statement of changes in shareholders’ equity for the period.

As of June 30, 2025 and September 30, 2024 there were no other related party loans or receivables outstanding for any shareholder with greater than 10% ownership, and the Company does not intend to enter into similar related party lending arrangements in the future.

Related party balances are summarized as follows:

Schedule of related party balances

	June 30, 2025			September 30, 2024
Due from former affiliates	$	-		$	277
Due from shareholders related to acquisitions		-			92
Total Due from related parties		-			369
Due to former affiliates		(7	)		(195	)
Due to shareholders related to acquisitions		(75	)		(93	)
Due to related parties		(75	)		(93	)
Ending (Due to) Due from related parties, net	$	(82	)	$	81

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Governance and Controls

Note 17 – Share issuances and warrants

The fair value of warrants issued is based on the market price of the Company’s common shares on the issue date. All unexercised warrants outstanding at SRx Canada expired prior to the Merger.

The following table summarizes the continuity of the Company’s warrants. Note all pre-merger warrants listed below have been presented to reflect the legal acquirer’s capital structure:

Schedule of outstanding warrants

	Warrants #			Weighted average price $
Warrants Outstanding on September 30, 2023		-			-
Issued		232,438			2.02
Exercised		-			-
Expired		-			-
Warrants Outstanding on September 30, 2024		232,438		$	2.02
Issued		3,006,077			2.08
Exercised		(127,538	)		1.99
Expired		(404,279	)		1.98
Assumed in Merger		368,345			109.50
Warrants Outstanding on June 30, 2025		3,075,042		$	14.94

On April 24, 2025, the Company issued to a single investor a combination of 1,280,000 shares of common stock, and 2,756,697 shares of pre-funded warrants to purchase Company Common Stock, (total of 4,036,697 shares issued) at a price of $2.18 per share, or $8.8 million in the aggregate, in a private placement transaction. No additional consideration is required to be paid to exercise the warrants and the warrant does not expire until conversion. The aggregate exercise price, except for a nominal $0.001 per share, was fully prepaid by the investor at issuance, requiring no additional consideration for exercise. The transaction was accounted for as an equity issuance because the number of common shares issuable upon exercise of the warrant is fixed. The proceeds were allocated between common share capital and warrants (additional paid-in capital) based on the $2.18 stock price and the par value of the shares issued. As of June 30, 2025, all 2,756,697 of these pre-funded warrants remained outstanding.

Additionally, during the nine months ended June 30, 2025, the Company issued 1,941,120 shares to for the settlement of inventory-related accounts payable of $2.9 million, and professional fee-related accounts payable of $3.1 million. The professional fees related to professional services provided for capital market activities (investor relations, legal, advisory, etc). No shares were issued in lieu of cash payments during the three months ended June 30, 2025 or three and nine months ended June 30, 2024.

Proceeds are intended to be used for general corporate purposes, including working capital and operational expenses. Issuance costs were not material and were expensed as incurred.

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Note 18 – Loss per share

Schedule of loss per share

For the three months ended June 30:	2025			2024
Numerator:
Net loss		(15,133	)		(3,115	)
Denominator:
Weighted average number of common shares outstanding (basic and diluted)		20,401,138			21,922,889
Net loss per share attributable to common stockholder, basic	$	(0.74	)	$	(0.14	)
Net loss per share attributable to common stockholder, diluted	$	(0.74	)	$	(0.14	)

For the nine months ended June 30:	2025			2024
Numerator:
Net loss		(29,745	)		(11,077	)
Denominator:
Weighted average number of common shares outstanding (basic and diluted)		19,334,671			22,005,842
Net loss per share attributable to common stockholder, basic	$	(1.54	)	$	(0.50	)
Net loss per share attributable to common stockholder, diluted	$	(1.54	)	$	(0.50	)

Basic and diluted net loss per share are the same for all periods presented, as the inclusion of potentially dilutive securities would have been anti-dilutive due to the net loss. The Company excluded the following potentially dilutive securities from the calculation of diluted net loss per share as at June 30, 2025: 377,290 convertible debt instruments. The Company excluded the following potentially dilutive securities from the calculation of diluted net loss per share as at June 30, 2024: 312,033 convertible debt instruments and 981,495 of restricted stock units.

These securities could potentially dilute earnings per share in the future but were not included in the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive.

Note 19 – Share-based compensation

In connection with the Merger completed on April 24, 2025, the Company has adopted the Legal Acquirer’s Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). As of June 30, 2025, the maximum number of shares authorized for issuance under the Amended 2019 Plan was 1,928,023. Not more than 34,091 shares may be issued pursuant to Incentive Stock Options under the Amended 2019 Plan, which is included within the total authorized shares described above. Refer to Management’s Discussion and Analysis for more information.

Awards are measured at grant date fair value in accordance with ASC 718, and compensation expense is recognized over the vesting period on a grade vesting basis.

During the three months ended June 30, 2025 and 2024, the Company recognized $2.9 million and $0.8 million, respectively, of share-based compensation expense. During the nine months ended June 30, 2025 and 2024, the Company recognized $4.5 million and $2.6 million, respectively, of share-based compensation expense.

During the pre-merger period in the nine months ended June 30, 2025, the Company issued an aggregate of 290,611 restricted stock units (“RSUs”) to certain directors, officers, and employees, which auto vested upon the Merger closing, and as such, the Company recorded share-based compensation expense of $0.5 million upon issuance. The weighted average grant-date fair value of these RSUs was $1.67 per share.

In April 2025, the Company granted 890,192 shares of restricted common stock to certain directors, officers, and employees as performance bonus compensation. These restricted stock awards were immediately vested and, as such, the Company recorded share-based compensation expense of $1.9 million upon issuance. The weighted average grant-date fair value of these restricted stock grants was $2.09 per share.

Additionally, the Company recognized an additional $2.1 million of share-based compensation expense related to the auto-vesting and settlement of RSUs prior to the recapitalization.

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In April 2025, the Company effectuated a Reverse Merger, pursuant to which all outstanding RSUs were converted, at the RSU holder’s election, into a share of common stock or an exchangeable share of common stock of the post-merger entity in accordance with the applicable conversion ratio.

The fair value of RSUs granted is based on the market price of the Company’s common shares on the grant date. The following table summarizes the continuity of the Company’s RSUs:

Schedule of restricted stock units

	RSUs #			Weighted average price $
RSUs Outstanding on September 30, 2023		1,530,024		$	3.35
Issued		1,291,530			2.38
Vested		(1,066,147	)		3.35
Forfeited and cancelled		(160,775	)		3.19
RSUs Outstanding on September 30, 2024		1,594,641		$	2.49
Issued		561,548			1.97
Vested		(2,154,356	)		2.37
Forfeited and cancelled		(4,833	)		2.38
RSUs Outstanding on June 30, 2025		-		$	-

Note 20 – Financial instruments

(a) Fair value of financial instruments

Fair value hierarchy Levels 1 to 3 are based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 fair value measurement are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has assessed that the fair value of cash, trade and other receivables, and related party receivables, trade and other payables and related party payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

The carrying amount of the Company’s borrowings are considered to be the same as their fair values, as the terms of the Company’s borrowings are considered to be consistent with the commercial terms prevalent for similar loans. The Company has classified its convertible debt as a Level 3 financial instrument due to the use of unobservable inputs in its valuation.

The Company has no financial instruments classified as Level 2.

(b) Financial risk management

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (primarily interest rate risk). Risk management is carried out by the Company by identifying and evaluating the financial risks inherent within its operations. The Company’s overall risk management activities seek to minimize potential adverse effects on the Company’s financial performance.

(i) Liquidity risk

The Company is exposed to liquidity risk related to its financial liabilities, including trade payables, long-term borrowings, and promissory notes. Management monitors liquidity through cash flow forecasts and maintains access to credit facilities.

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The following table summarizes the contractual maturities of the Company’s financial liabilities (including principal and interest) on an undiscounted basis:

Schedule of contractual maturities of financial liabilities

June 30, 2025

(in thousands)	Year 1		Year 2		Year 3		Year 4		Year 5 and over		Total
(in thousands)	Year 1		Year 2		Year 3		Year 4		Year 5 and over		Total
Long-term borrowings	$	24,836	$	1,903	$	-	$	-	$	-	$	26,739
Convertible debentures		1,145		-		-		-		-		1,145
Due to related parties		82		-		-		-		-		82
Short-term borrowings		4,077		-		-		-		-		4,077
Trade and other payables		41,638		-		-		-		-		41,638
Total		71,778		1,903		-		-		-		73,681

September 30, 2024

(in thousands)	Year 1		Year 2		Year 3		Year 4		Year 5 and over		Total
Long-term borrowings	$	31,575	$	-	$	696	$	-	$	-	$	32,271
Convertible debentures		2,230		-		-		-		-		2,230
Due to related parties		288		-		-		-		-		288
Short-term borrowings		3,715		-		-		-		-		3,715
Trade and other payables		41,697		-		-		-		-		41,697
Total		79,505		-		696		-		-		80,201

Note 21 – Disposal of assets

On October 18, 2024, the Company sold the assets of Niagara Community Pharmacy Ltd. for a total net proceeds of $2.4 million plus inventory of $0.3 million, for total sale price of $2.7 million. The net assets sold had a carrying value of $1.4 million, resulting in a gain of $1.3 million, which is recognized as other income on the condensed consolidated statement of operations.

On December 20, 2024, the Company sold the assets of P.A. Pharmacy Limited for a total sale price of $2.8 million plus inventory in excess of $0.1 million, for a total sale price of $2.9 million. The net assets sold had a carrying value of $0.8 million resulting in a gain of $2.1 million, which is recognized as other income on the condensed consolidated statement of operations.

On February 20, 2025, the Company sold the warehouse building and entered into a sale leaseback agreement with the purchasers. The total sale price was $1.2 million, resulting in a gain of $0.4 million, which is recognized as other income on the condensed consolidated statement of operations.

On April 30, 2025, the Company sold the assets of Clearbrook Pharmacy (1987) for a total sale price of $0.8 million plus inventory of $0.1 million, for a total sale price of $0.9 million. The net assets sold had a carrying value of $0.5 million resulting in a gain of $0.4 million, which is recognized as other income on the condensed consolidated statement of operations.

On June 16, 2025, the Company sold the assets of Greg’s Drug Ltd. for a total sale price of $0.8 million plus inventory of $0.1 million, for a total sale price of $0.9 million. The net assets sold had a carrying value of $0.5 million resulting in a gain of $0.4 million, which is recognized as other income on the condensed consolidated statement of operations.

Additionally, the Company incurred $0.3 million of losses on other asset disposals within the nine month period ending June 30, 2025, resulting in a net total gain of $4.3 million for the nine month period ending June 30, 2025 recorded on the condensed consolidated statement of operations.

Note 22 – Commitments and contingencies

The Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in selling, general, and administrative (“SG&A”) expenses. The Company does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the Company discloses the range of such reasonably possible losses if estimable. Loss contingencies considered remote are generally not disclosed. No assets are pledged as security for these loans.

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Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company’s condensed consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the condensed consolidated financial position or results of operations of the Company.

Note 23 – Subsequent events

The Company has evaluated subsequent events and transactions that occurred after the condensed consolidated statement of financial position date up to the date that the financial statements were issued for potential recognition or disclosure. Other than the following, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

On July 11, 2025, the Company sold the assets of 3788602 Manitoba Ltd. for a total sale price of $1.8 million inclusive of inventory, resulting in a gain of $1,066, which will be recognized on the condensed consolidated statement of operations.

Equity Line of Credit (ELOC)

On July 7, 2025, the Company entered into a Common Share Purchase Agreement with a Lead Investor, granting the Company the right to sell up to $50 million of common shares, capped at 19.99% of outstanding shares unless stockholder approval is obtained or issuance meets “at market” exceptions under NYSE American rules. As commitment consideration, the Company issued $1 million in Commitment Shares (valued at the VWAP price) and agreed to reimburse up to $35,000 of investor expenses. A related Registration Rights Agreement obligates the Company to file a resale registration statement. The ELOC remains unutilized as of the date of this report.

Convertible Note and Warrant Financing

Also on July 7, 2025, the Company entered into a Securities Purchase Agreement with investors, issuing $7.65 million aggregate principal amount of senior secured convertible notes at an original issue discount. The notes bear interest at 8% per annum, mature on July 8, 2027 (subject to extension on default), and are convertible into common stock at $0.6274 per share (subject to adjustment). Investors also received warrants for 21,338,062 shares, exercisable three years post-issuance at $0.6274. The securities are secured by substantially all U.S. assets and certain subsidiary equity under a Security and Pledge Agreement. SRX also entered into a Registration Rights Agreement covering the resale of shares issuable upon conversion or exercise.

Share Cancellation Settlement Agreement

On August 1, 2025, the Company entered into a Settlement, Share Forfeiture and Mutual Release Agreement with certain of the original founders and officers of SRx Canada, including Adesh Vora, a former director and executive officer. Pursuant to the Agreement, an aggregate of 18,839,332 shares were forfeited and cancelled. Of the total cancelled, 376,121 were common shares of the Company and remaining were exchangeable into shares of the Company’s common stock on a one-for-one basis. These shares were originally issued in connection with the merger between SRx Canada and Better Choice in April 2025. The cancellation represents approximately 46% of the Company’s total issued and outstanding shares on a fully diluted basis prior to the settlement. This settlement was executed after the reporting date and is not reflected in the condensed consolidated financial statements as of June 30, 2025.

Companies’ Creditors Arrangement Act “CCAA” Filing

Also on August 11, 2025, SRx Canada, a wholly owned subsidiary of the Company, commenced proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) with the Ontario Superior Court of Justice (the “Court”). The CCAA filing was made in response to liquidity constraints and the inability to refinance maturing obligations.

In connection with the CCAA proceedings, SRx Canada sought a stay of proceedings and approval of debtor-in-possession (“DIP”) financing to provide stability while it considers strategic alternatives, which may include a restructuring transaction or the sale of all or substantially all of its business or assets through a court-supervised process. As of the date of this filing, neither the Company nor its other subsidiaries, including Halo, Purely for Pets, Inc., has made any filing under any bankruptcy or insolvency legislation in the United States or Canada.

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The CCAA filing and Settlement Agreement represent significant subsequent events. The Company’s condensed consolidated financial statements as of and for the period ended June 30, 2025 do not reflect the impact of these developments, as they occurred after the reporting date.

To assist stakeholders in evaluating the Company’s financial position, pro-forma financial information for the three and nine months ended June 30, 2025 is presented below. The pro forma results reflect only the U.S. operations, which are not subject to the CCAA proceedings and do not have associated debt obligations. These pro forma figures are presented for illustrative purposes only and do not reflect actual or anticipated outcomes of the CCAA process.

Schedule of pro-forma financial information

	2025			2024			2025			2024
	Three months ended June 30,						Nine months ended June 30,
	2025			2024			2025			2024
Net sales	$	5,160		$	8,542		$	19,477		$	22,147
Cost of goods sold		3,890			5,289			13,220			15,748
Gross margin		1,269			3,253			6,257			6,399
Selling, general and administrative		5,609			3,977			13,208			13,779
Gain on sale of assets		(5,993	)		-			(5,993	)		-
Impairment of intangible assets		-			-			-			8,532
Total Expenses		(384	)		3,977			7,215			22,312
Operating income (loss)		1,653			(724	)		(958	)		(15,913	)
Interest income (expense), net		30			(180	)		183			(975	)
Gain on extinguishment of debt		-			3,561			-			3,561
Other income		32			-			130			-
Change in fair value of warrant liabilities		-			-			-			(1,575	)
Net income (loss) before taxes		1,715			2,657			(646	)		(14,903	)
Income tax (expense) income		5			3			5			2
Net income (loss) after taxes		1,710			2,654			(651)			(14,905	)

Shares issued for professional fees

In July 2025, the Company issued 2,193,355 shares of common stock to certain arm’s length advisors in exchange for certain professional advisory fees rendered in connection with the Company’s financing and capital markets activities, and the shares were issued with a weighted average price of $0.61 per share.

Share Exchange Agreement

On August 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Halo Spin-Out SPV, Inc., a Delaware corporation (“SPV”), whereby the Company acquired the 17% interest of the Common Stock of Halo, Purely for Pets, Inc., (“Halo”) held by SPV, in exchange for the issuance of 4,950,000 shares of the Common Stock of the Company to SPV. Upon execution of the agreement, the Company regained 100% ownership of Halo.

Shares issued to related parties

On August 25, 2025, the Company issued to certain directors, officers and employees an aggregate of 2,396,697 shares of restricted common stock as performance bonus compensation. The restricted stock awards were immediately vested with a weighted average price of $0.40 per share.

On September 16, 2025, the Company issued to certain current and former directors an aggregate of 196,000 shares of restricted common stock at a weighted average issue price of $0.35 per share.

Additionally, between July and September 2025, the Company issued 394,780 shares of common stock pursuant to a retraction of shareholders’ exchangeable shares which converted into a share of common stock. These shareholders were former employees and shareholders of SRx Canada that initially received exchangeable shares in the Merger.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. The financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are those of SRx Health Solutions Inc. and its consolidated subsidiaries, collectively, the “Company,” “SRx,” “we,” “our,” or “us”. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. A description of material factors known to us that may cause our results to vary or may cause management to deviate from its current plans and expectations, is set forth under “Risk Factors.” See “Cautionary Note Regarding Forward-Looking Statements.” The following discussion should also be read in conjunction with our audited consolidated financial statements including the notes thereto appearing elsewhere in this filing. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview and Outlook

At SRx, we make specialty healthcare simple for Canadians.

We are a fully integrated Canadian healthcare services provider operating at the intersection of pharmacy, clinical services, and pharmaceutical distribution. Our mission is to simplify access to complex therapies and improve health outcomes for patients with chronic, rare, or specialty conditions. Through the strategic development of the SRx Network—a national platform of advanced specialty healthcare infrastructure—we are redefining how specialty care is delivered across Canada.

The SRx Network includes approximately 30 specialty pharmacies, 37 specialty health clinics, two clinical trial sites, a diagnostics lab, national Patient Support Programs (PSPs), a multi-disciplinary allied health and nursing services team, and a fully owned, Health Canada–accredited pharmaceutical wholesale and distribution facility in Mississauga, Ontario. With operations spanning all ten Canadian provinces, SRx is one of the country’s most accessible and scalable providers of customized specialty healthcare solutions. Our geographic footprint and integrated model uniquely position us to deliver continuity of care while supporting a rapidly evolving specialty drug ecosystem.

Specialty drugs—the core focus of our clinical and pharmacy operations—are high-cost, high-complexity therapies used to treat chronic, complex, or rare diseases. These drugs often exceed $6,000 annually and require advanced logistics, clinical oversight, and patient engagement to be used effectively. As these therapies become more central to modern medicine, SRx’s infrastructure, experience, and national reach provide a meaningful competitive advantage.

Our platform supports a collaborative network of stakeholders, including physicians, pharmacists, nurses, PSP providers, pharmaceutical manufacturers, distributors, and third-party payors. This interconnected ecosystem enables us to streamline the management and distribution of specialty therapies—delivering value to patients, providers, and partners alike.

Looking ahead, we believe that increasing demand for specialty medications, alongside health system capacity challenges, will continue to drive strong tailwinds for our model. With an established footprint, a growing pipeline of partnerships, and a demonstrated ability to scale efficiently, SRx is well-positioned to expand our leadership role in Canada’s specialty healthcare landscape.

Recent Corporate Developments

In 2023, the Company executed a number of strategic acquisitions aimed at expanding its national footprint, enhancing service capabilities, and strengthening its position in the specialty healthcare market. By contrast, 2024 saw a deliberate slowdown in acquisition activity, as the Company shifts focus toward integration, operational optimization, and organic growth initiatives across the existing SRx Network.

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The Company was not in compliance with certain financial covenants related to its loan facility with Canadian Western Bank (“CWB”) as of June 30, 2025, which resulted in the debt being callable by the lender. During the quarter, the Company actively engaged in discussions with CWB to address the non-compliance. Subsequent to June 30, 2025, the Company sought creditor protection under a formal restructuring proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). Refer to Note 23 – Subsequent events for more information.

On April 24, 2025, SRx Canada completed a business combination with Better Choice Company, Inc. Refer below and to Note 4 – Business Combinations for further information.

On April 30, 2025, Better Choice Company, Inc. completed its name change to SRx Health Solutions Inc. and started trading under the new ticker symbol ‘SRXH’ on the NYSE American. Concurrent with the transaction events, the following management team and Board of Directors changes occurred: Michael Young resigned from his role as Chairman and remained on the Board; Adesh Vora was named Executive Chairman of the Board; Kent Cunningham remained in his role as Chief Executive Officer; Carolina (Nina) Martinez remained in her role as Chief Financial Officer; and Davender Sohi was named President.

On June 10, 2025, Davender Sohi resigned from his role as President.

On June 11, 2025, the Company announced the following management team and Board of Directors changes: Lionel Conacher, current Board member, was appointed as Chairman of the Board; Adesh Vora, current Executive Chairman, remained on the Board and was appointed Chief Executive Officer; and Kent Cunningham, current Chief Executive Officer, assumed role as President.

On July 15, 2025, Kent Cunnigham, current President, was reappointed as Chief Executive Officer, and Adesh Vora, current Chief Executive Officer and Board member, was named Vice Chairman of the Board.

On August 12, 2025, the Company initiated restructuring proceedings for its SRx Canada subsidiaries under the CCAA. Refer to Note 23 – Subsequent events for more information.

On August 13, 2025, Adesh Vora resigned from his role as Vice Chairman and was no longer a shareholder nor Board member of the Company.

On August 14, 2025, the Company announced the cancellation of approximately 18.8 million shares of its fully diluted capital stock, of which majority were exchangeable shares of common stock. Refer to Note 23 – Subsequent events for more information.

Arrangement Agreement

On September 3, 2024, SRx Health Solutions Inc. (“SRx”), a corporation organized under the laws of the Province of Ontario, announced that it had entered into an arrangement agreement (the “Arrangement Agreement”) with Better Choice Company Inc. (“Better Choice”), a publicly listed company on the NYSE American, along with 1000994476 Ontario Inc. (“AcquireCo”), an indirect wholly-owned subsidiary of Better Choice, and 1000994085 Ontario Inc. (“CallCo”), a direct wholly-owned subsidiary of Better Choice, both existing under the laws of the Province of Ontario. Pursuant to the Arrangement Agreement and the related Plan of Arrangement, SRx will be acquired by Better Choice in an all-stock transaction through a statutory amalgamation under Canadian law between SRx and AcquireCo (the “Amalgamation”).

Following the Amalgamation, all property, rights, obligations and liabilities of SRx will become those of the newly formed amalgamated entity (“Amalco”), which will operate as an indirect wholly owned subsidiary of Better Choice. The Arrangement Agreement was subsequently amended on December 6, 2024, January 24, 2025, and February 25, 2025.

Under the terms of the Amalgamation, each issued and outstanding common share of SRx will be converted, based on a defined exchange ratio (the “Exchange Ratio”), into either shares of common stock of Better Choice (“BTTR Common Stock”) or, at the election of the holder, exchangeable shares of Amalco. These exchangeable shares will be convertible on a one-for-one basis into BTTR Common Stock. The Exchange Ratio will be calculated five business days prior to closing, based on the trailing 30-day volume-weighted average price of BTTR Common Stock on the NYSE American, subject to an aggregate collar of 19,750,000 to 30,000,000 shares. The Amalgamation reflects an assigned equity value of SRx of USD $80 million, assuming net debt at closing of USD $43 million, subject to a two-way adjustment. All outstanding SRx warrants and restricted stock units will be settled or terminated prior to closing.

The transaction was unanimously approved by the boards of directors of both SRx and Better Choice. The shareholders of SRx approved the Amalgamation at a meeting held on February 26, 2025, and Better Choice shareholders approved the transaction at a special meeting on March 21, 2025. The transaction closed on April 24, 2025 and the Company began trading under its new legal name and ticker on April 30, 2025.

Following the completion of the Amalgamation, Better Choice intends to continue operating its premium and super-premium pet product brands under the Halo brand, while SRx will continue to operate as a cornerstone of the Combined Company’s healthcare business. The Combined Company aims to become a leading global health and wellness platform, offering a portfolio of solutions designed to support better choices for both people and pets.

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Results of Operations for the nine months ended June 30, 2025 and 2024

The following table sets forth our condensed consolidated results for the periods presented (in thousands):

	Nine Months Ended June 30,						Change
	2025			2024			$			%
Net sales	$	41,082		$	117,122		$	(76,040	)		(65	)%
Cost of goods sold		30,786			93,695			(62,909	)		(67	)%
Gross profit		10,296			23,427			(13,131	)		(56	)%
Operating expenses:
Selling, general and administrative		39,783			31,627			8,156			26	%
Impairment expense		2,690			-			2,690			100	%
Total operating expenses		42,473			31,627			10,846			34	%
Loss from operations		(32,177	)		(8,200	)		(23,977	)		(292	)%
Other income (expense):
Other Income (expense)		3,457			(69	)		3,526			5110	%
Interest income (expense), net		(3,348	)		(3,260	)		(88	)		3	%
Bargain purchase gain		1,693			-			1,693			100	%
Total other expense		1,802			(3,329	)		(5,131	)		(45	)%
Net loss before income taxes		(30,375	)		(11,529	)		(18,846	)		163	%
Income tax (expense) income		(840	)		(157	)		(683	)		435	%
Deferred tax income (expense)		1,470			609			861			141	%
Net loss available to common stockholders	$	(29,745	)	$	(11,077	)	$	(18,668	)		169	%

Net sales

We generate revenue primarily through our specialty pharmacy operations, including the dispensing of high-cost prescription medications reimbursed by third-party payors. Revenue is recognized when control transfers to the customer, typically at the time a prescription is filled, or a service is rendered. Most transactions involve a single performance obligation. Reported net sales are reduced by trade promotions, discounts, and co-pay assistance programs, which are estimated and recorded as reductions to gross revenue. We also maintain a revenue reserve for expected product returns based on historical patterns. While specialty pharmacy remains our core revenue driver, we continue to expand into clinical services, diagnostics, and wholesale distribution, which are expected to contribute more meaningfully over time.

Information about our revenue channels is as follows (in thousands):

	Nine Months Ended June 30,
	Three months ended December 31,
	2025				2024
Services provided by pharmacy
Digital (1)	$	2,583	92	%	$	—	—	%
Retail pharmacy	$	33,598	82	%	$	113,921	97	%
International (2)		124	4	%		—	—	%
Infusion services		724	2	%		948	1	%
Brick & Mortar (3)		100	4	%		—	—	%
Specialty clinics		411	1	%		417	0	%
Net Sales (4)	$	2,807	100	%	$	—	—	%
Wholesale distribution of drugs and other medications		31	0	%		612	1	%
Patient support program		731	2	%		744	1	%
Clinical trials		792	2	%		8	0	%
Consumer packaged goods		2,673	7	%		-	0	%
Other service revenue		2,122	4	%		472	0	%
Total revenue(1)	$	41,082	100	%	$	117,122	100	%

(1) None of the Company’s customers represented greater than 10% of net sales for the nine months ended June 30, 2025 or 2024.

(1)	The Company’s Digital channel includes two wholesale customers that amounted to greater than 10% of the Company’s total net sales for the three months ended December 31, 2025.

(2)	None of the Company’s International customers represented greater than 10% of net sales for the three months ended December 31, 2025.

(3)	None of the Company’s Brick & Mortar customers represented greater than 10% of net sales for the three months ended December 31, 2025.

(4)	Prior period amounts have not been presented, as the Company’s prior year operations primarily related to SRX Canada, which has since been deconsolidated and is presented as discontinued operations. Accordingly, the results for the three months ended December 31, 2025, reflect only the continuing operations of BTTR and Halo and are not comparable to prior periods.

42Net sales for three months ended December 31, 2025 were $2.8 million, reflecting revenue generated from the Company’s continuing operations in the Halo pet health and wellness business. Prior-year results for the Halo business are not presented, as the Company only became the reporting entity following the reverse takeover on April 24, 2025. Net sales were driven by the sale of premium and super-premium pet food products across digital, brick-and-mortar, and international channels, reflecting the Company’s focus on product innovation, brand awareness, and meeting consumer demand in multiple trade channels.

~~Table~~As a result of ~~Contents~~the restructuring of SRx Canada and the Company’s shift to the Consumer Products business, the results of operations for three months ended December 31, 2025 are not directly comparable to 2024. Prior-year amounts reflect the specialty healthcare business, which has since been discontinued and are thus not presented.

Net sales decreased by $76.0 million, or 65%, to $41.1 million for the nine months ended June 30, 2025, compared to $117.1 million for the nine months ended June 30, 2024. The decrease was primarily attributable to significant operational disruptions driven by liquidity constraints, which limited our ability to purchase and dispense high-cost specialty medications. As a result, patient volumes and prescription fulfillment rates declined across our specialty pharmacy and clinic operations. Additionally, staffing and service reductions at certain locations further constrained our ability to maintain historical levels of service delivery.

Gross profit

Cost of goods sold ~~primarily~~for ~~includes~~ the ~~cost~~three ofmonths ~~pharmaceuticals~~ended ~~and~~December ~~medical~~31, ~~products~~2025, ~~purchased~~consists ~~from~~primarily ~~manufacturers~~of ~~and~~the ~~suppliers,~~cost asof ~~well as~~products ~~associated~~obtained from co-manufacturers, packaging materials, ~~inbound~~ freight costs for shipping inventory to ~~our~~the ~~facilities~~warehouse, and third-party ~~logistics~~warehouse ~~expenses related to warehousing~~ and order fulfillment expenses. WeInventories ~~regularly~~are ~~evaluate~~periodically ~~inventory~~reviewed ~~for~~to ~~obsolescence~~identify damaged, ~~expiration~~slow-moving, or ~~slow~~aged ~~movement,~~inventory. ~~and~~Based ~~record~~on this assessment, inventory is recorded at the lower of cost or net realizable value., ~~Any~~with ~~adjustments~~any ~~for~~reduction ~~impaired~~in orvalue ~~unsellable~~expensed ~~inventory are recognized~~ as ~~a component of~~ cost of goods sold.

Our ~~gross~~products ~~profit~~are ~~has~~manufactured ~~been and will continue~~ to beour ~~influenced~~specifications by ~~several~~co-manufacturers ~~key~~using ~~factors,~~raw ~~including~~materials ~~the~~that ~~mix~~meet ofour ~~products~~formulation ~~and~~requirements. ~~services sold, sales~~Co-manufacturers ~~volumes~~also ~~across~~handle ~~our~~product ~~core~~testing ~~business lines,~~ and ~~pricing strategies~~packaging, ~~the~~with ~~acquisition~~packaging ~~cost~~designed ofby ~~pharmaceuticals~~the ~~and~~Company ~~medical products,~~ and ~~freight and~~shipped ~~logistics~~directly ~~expenses incurred from our warehouse~~ to the ~~pharmacy~~manufacturer.

~~During~~Gross ~~the~~profit ~~nine~~is ~~months~~affected ~~ended~~by ~~June~~a ~~30,~~variety ~~2025~~of factors, ~~gross~~including ~~profit~~product ~~decreased~~sales ~~$13.1 million~~mix, orvolumes ~~56%~~sold, todiscounts ~~$10.3~~offered ~~million compared~~ to ~~$23.4 million during the nine months ended June 30~~customers, ~~2024. The decrease in gross profit was primarily driven by~~ the ~~significant~~cost ~~decline~~of ~~in net sales resulting~~manufactured ~~from~~products, ~~operational~~ and ~~liquidity~~freight ~~challenges~~costs ~~that~~from ~~limited~~the ~~access~~manufacturer to ~~inventory~~the ~~and reduced prescription volumes~~warehouse. ~~Lower~~For ~~throughput~~the ~~and~~three ~~under-absorption of~~months ~~fixed~~ended ~~costs~~December ~~across~~31, ~~pharmacy~~2025, ~~and~~gross ~~clinic~~profit ~~operations~~was ~~also~~1.1 million, ~~contributed~~with toa gross margin ~~pressure~~of ~~during the period~~38%.

We continue to ~~actively~~work ~~collaborate~~ with ~~our~~co-manufacturing ~~supply chain, distribution,~~ and ~~logistics~~freight partners to ~~identify~~realize future cost~~-saving~~ ~~opportunities~~savings and ~~improve~~ improved gross margins ~~over time~~. However, wegross margins ~~expect~~may ~~ongoing~~continue ~~margin~~to ~~variability~~fluctuate due to ~~macroeconomic factors, including~~ inflationary pressures on transportation, ~~labor,~~ and ~~pharmaceutical~~raw ~~sourcing~~material costs. AsWe ~~market~~will ~~conditions~~continue ~~evolve,~~to werefine and ~~remain~~optimize ~~focused on refining~~ our pricing strategy to ~~respond~~align ~~effectively~~with tomarket ~~cost~~conditions ~~fluctuations~~ and ~~maintain~~manage ~~competitive~~cost ~~positioning~~pressures.

Operating expenses

Our Selling, general and administrative (“SG&A”) expenses consist of the following:

● Sales and marketing costs are generally limited to localized initiatives, targeted corporate branding, and patient outreach in connection with new clinic openings or service launches. During the nine months ended June 30, 2025, sales and marketing costs increased approximately $0.3 million, or 389%, to $0.4 million from $0.1 million during the nine months ended June 30, 2024. The increase primarily reflects marketing and brand development efforts related to the integration of Better Choice, which was included in results for the current period. Despite the increase, overall spend remains modest and consistent with SRx’s strategic emphasis on referral-based patient acquisition, provider partnerships, and clinical engagement—rather than broad-based consumer advertising or paid media campaigns. ● Employee compensation and benefits remained constant at $16.8 million during the nine months ended June 30, 2025 and June 30, 2024. While SRx experienced a reduction in headcount due to operational downsizing, this was offset by the inclusion of personnel costs from Better Choice, which was consolidated during the current period. As a result, total compensation expense remained consistent year over year despite changes in organizational structure. ● Share-based compensation includes expenses related to equity awards issued to employees and non-employee directors. During the nine months ended June 30, 2025, Share-based compensation increased $1.8 million or 71% to $4.4 million compared to $2.6 million for the nine months ended June 30, 2024. The increase was primarily driven by share-based compensation expense recognized by Better Choice, which was included in condensed consolidated results for the current period. SRx’s standalone share-based compensation activity remained limited, with no significant changes from the prior year.

	●	Sales and marketing costs for the three months ended December 31, 2025 primarily reflect agency fees associated with supporting the Halo brand portfolio. These expenses include fees paid to third-party marketing and advertising agencies as well as service charges related to external sales and promotional activities. Prior-year comparisons are not meaningful due to the reverse takeover and the discontinuation of the SRx Canada operations. Sales and marketing spend in the three months ended December 31, 2025 reflects the Company’s strategic focus on strengthening brand awareness, improving conversion across key e-commerce platforms, and optimizing channel-specific promotional activity, while remaining disciplined in its approach to paid media investment.

	●	Employee compensation and benefits for the three months ended December 31, 2025 reflect personnel costs associated with the Company’s continuing operations in the Halo pet health and wellness business. These expenses include salaries, wages, benefits, and stock-based compensation for employees supporting operations, marketing, supply chain, and corporate functions. Current-year expense levels represent the ongoing cost structure of the standalone Halo business and are not directly comparable to prior periods.

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● ~~Freight,~~Share-based ~~primarily~~compensation includes expenses related to ~~the~~equity ~~shipping~~awards ~~and~~granted ~~distribution~~to ofemployees ~~specialty~~and ~~pharmaceuticals~~non-employee ~~and~~directors. ~~medical~~For ~~supplies~~the tothree ~~clinics~~months ~~and~~ended ~~pharmacies~~December 31, ~~decreased~~2025, ~~$0.1~~share-based ~~million~~compensation orreflects ~~28%~~the ~~during~~ongoing equity incentive programs of the ~~nine~~continuing ~~months~~Halo ~~ended~~business, ~~June~~including 30expense recognition for outstanding awards, ~~2025~~new togrants ~~$0.5~~issued ~~million~~during ~~from~~the $0period, and common stock issued for board service.4 ~~million~~Share-based ~~during~~compensation in the ~~nine~~three months ended ~~June~~December 3031, ~~2024.~~2025 ~~This~~also ~~increase~~reflects isthe ~~consistent~~vesting ~~with~~patterns ~~the~~of ~~decline~~historical inBetter ~~sales~~Choice ~~volume~~equity ~~and~~awards. ~~reduced~~Because ~~distribution~~the ~~network~~Company ~~during~~became the ~~period.~~reporting ●entity ~~Other~~following ~~general~~the reverse takeover and ~~administrative~~the ~~costs~~SRx ~~for~~Canada ~~various~~operations ~~general~~were ~~corporate~~subsequently ~~expenses~~discontinued, ~~including~~prior-year ~~information~~comparative ~~technology,~~amounts ~~insurance,~~are ~~travel,~~not ~~costs~~meaningful. ~~related~~Current-year toexpense ~~merchant~~therefore ~~credit~~represents ~~card~~the ~~fees,~~continuing ~~product~~cost ~~development~~structure ~~costs,~~of ~~rent,~~the ~~non-cash~~standalone ~~charges~~Halo ~~and~~business. ~~certain~~● ~~tax~~Freight costs. ~~During~~for the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~other~~primarily ~~general~~relate ~~and~~to ~~administrative~~the ~~costs~~shipping ~~decreased~~and ~~$0.9~~logistics ~~million,~~associated orwith 9%fulfilling tocustomer ~~$8.6~~orders ~~million~~across ~~compared~~the toCompany’s ~~$9.5~~retail ~~million~~and ine-commerce ~~the~~sales ~~nine~~channels. ~~months~~Freight ~~ended~~activity ~~June~~in ~~30,~~the ~~2024.~~current ~~The~~period ~~decrease~~is ~~was~~ primarily driven by ashipments ~~reduction~~to indistribution ~~amortization~~partners, ~~expense~~online ~~following~~retailers, ~~the~~and ~~write~~brick-~~down~~and-mortar ofcustomers ~~intangible~~rather ~~assets~~than asindividual ofconsumer ~~September~~deliveries. ~~30,~~Given ~~2024,~~the aschanges ~~well~~in as the ~~sale~~Company’s ofoperating ~~certain~~structure ~~retail~~following ~~locations during~~ the ~~current~~reverse ~~period.~~takeover ~~The~~and ~~divestiture~~the discontinuation of ~~these~~SRx ~~stores~~Canada, ~~also contributed to lower office~~prior-~~related~~year ~~expenses,~~comparisons ~~including~~are ~~rent,~~not ~~supplies,~~meaningful. ~~and~~Current ~~administrative~~freight ~~overhead.~~costs ●therefore ~~Consulting~~reflect ~~fees,~~the ~~which~~ongoing ~~primarily~~logistics ~~consist~~profile of ~~fees~~the ~~paid~~standalone toHalo abusiness. ~~small~~● ~~number~~Non-cash ofcharges ~~directors~~for ~~who~~the ~~provided~~three ~~consulting~~months ~~services~~ended toDecember 31, 2025 the Company ~~until~~recorded ~~January~~no 1,material ~~2024~~non-cash charges. ~~During~~Given the ~~nine~~impact ~~months~~of ~~ended~~the ~~June~~reverse ~~30,~~takeover ~~2025,~~and ~~consulting~~the ~~fees~~discontinuation ~~decreased~~of bythe ~~$0.5~~SRx ~~million~~Canada operations, orprior-year ~~66%~~comparative toamounts ~~$0.3~~are ~~million~~not ~~compared~~meaningful. toCurrent-year ~~$0.8~~non-cash ~~million~~activity inreflects the ~~nine~~operating ~~months~~profile ~~ended~~of ~~June~~the ~~30,~~standalone ~~2024~~Halo business. ~~The~~● ~~decrease~~Other ~~was~~general ~~driven~~and byadministrative costs for the ~~transition~~three ofmonths ~~these~~ended ~~individuals~~December ~~from~~31, ~~consultants~~2025 toprimarily ~~employees~~reflect ~~beginning~~expenses inincurred ~~January~~for ~~2024~~professional services, ~~resulting~~insurance, inand ~~consulting~~corporate ~~fees~~compliance ~~being~~activities. ~~replaced~~The bymost ~~payroll~~significant ~~expenses.~~components ●for ~~Professional~~the ~~fees,~~period ~~which~~included ~~primarily~~professional ~~consist~~fees of— ~~audit,~~including ~~tax,~~ legal, ~~valuation~~financial advisory, and ~~transaction-related~~other ~~advisory~~consulting services. ~~During~~— ~~the~~totaling ~~nine~~approximately ~~months~~$1.7 ~~ended June 30~~million, ~~2025,~~SEC ~~professional~~filing fees ~~increased~~of approximately $30.92 million, orand ~~285%~~insurance toexpense ~~$5.2~~of ~~million~~approximately ~~compared to~~ $10.3 million. inThese ~~the~~costs ~~nine~~also ~~months~~include ~~ended~~routine ~~June~~corporate ~~30,~~expenses ~~2024.~~such ~~The~~as ~~increase~~director ~~was~~fees, ~~primarily~~state ~~driven~~feed byregistration ~~transaction-related~~fees, ~~expenses~~and ~~associated~~information ~~with~~technology support. Given the reverse ~~merger~~takeover ~~completed~~and ~~during~~ the ~~current~~discontinuation ~~period.~~of ~~This~~the ~~increase~~SRx ~~was~~Canada ~~partially~~operations, ~~offset~~prior-year bycomparative aamounts ~~decline~~are innot ~~acquisition~~meaningful. ~~activity~~Current-year atcosts ~~SRx,~~reflect ~~which~~the ~~resulted~~operating ~~in lower purchase price allocation (PPA)~~ and ~~deal-related~~capital ~~advisory~~markets ~~costs~~activities ~~compared~~of to the ~~prior~~standalone ~~year~~Halo business.

Impairment of long-lived intangible assets resulted in an impairment charge of $2.7 million for the three and nine months ended June 30, 2025, with no corresponding activity for the nine months ended June 30, 2024. See Note 8 – Intangible Assets for additional information.

Other income (expense), net

Other income improved by $4.4 million to $4.3 million for the nine months ended June 30, 2025, compared to an expense of $0.1 million for the nine months ended June 30, 2024. This improvement was primarily driven by a gain on the sale of assets at the SRx level during the current period. The gain resulted from the divestiture of certain retail locations and related assets as part of the Company’s strategy to optimize its asset base and strengthen liquidity.

Interest expense, net

~~During~~Interest expense for the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~interest~~primarily ~~expense~~reflects ~~remained~~interest ~~constant~~associated atwith ~~$3.3 million compared to~~ the ~~fiscal~~ELOC ~~nine~~Commitment ~~months~~Note ~~ended~~issued ~~June 30,~~in ~~2024~~October 2025. ~~Interest~~The ~~expense~~period ~~for~~also ~~the~~includes ~~nine~~interest ~~months~~incurred ~~ended~~on ~~June~~the ~~30,~~July 2025 ~~and~~notes, ~~2024~~which iswere ~~comprised~~fully ofwritten ~~interest~~off onin ~~our~~October ~~CWB term loan~~2025, ~~CEBA~~including ~~loans,~~all ~~Macdonald~~outstanding ~~DND~~principal ~~loan, Meridian loan,~~ and ~~Arbinder~~accrued ~~Sohi loan,~~ interest ~~on finance leases~~. ~~Interest~~As ~~expense~~a inresult, ~~the~~no ~~current~~further ~~period~~interest was ~~not materially~~recognized ~~impacted~~on bythose ~~the~~instruments ~~consolidation~~for ofthe ~~Better~~remainder ~~Choice, and there were no significant changes in debt balances that affected expense~~of ~~year~~the ~~over year~~period.

Income taxes

Our income tax expense ~~(benefit)~~now ~~consists~~reflects ofonly ~~estimated federal and provincial income taxes based on enacted Canadian tax rates, adjusted for allowable credits, deductions, and uncertain tax positions as they arise. For~~ the ~~nine months ended June 30, 2025, we recorded an income~~ tax ~~recovery~~position of ~~$0.63~~the ~~million,~~continuing ~~compared to an expense of $0~~U.~~45 million in 2024~~S. ~~The~~operations ~~effective~~following ~~tax~~the ~~rate~~discontinuation ~~was~~and ~~(2.46%) for 2025 compared~~deconsolidation toof ~~(3.92%) in 2024, differing from~~ the ~~combined~~SRx ~~Canadian~~Canada ~~statutory~~business ~~rate~~as ~~of 26.5% primarily due to~~ a ~~significant~~result ~~increase in valuation allowances related to the uncertainty~~ of ~~realizing~~ the ~~benefit~~CCAA ~~of net operating losses (NOLs)~~proceedings. ~~The~~Accordingly, the Company’s ~~has recognized deferred~~ tax ~~assets~~ ofprovision ~~approximately~~is ~~$37.5~~based ~~million~~on ~~before valuation allowance, primarily related to net operating losses totaling approximately $136.8~~estimated ~~million, which expire between 2037 and 2043~~U. ~~A valuation allowance of $37~~S.1 ~~million~~federal ~~has~~and ~~been~~state ~~recorded against these deferred tax assets due to uncertainties regarding future taxable~~ income ~~sufficient~~taxes, toadjusted ~~realize~~for ~~these~~nondeductible ~~benefits.~~items ~~Should~~and the ~~Company~~impact ~~generate adequate taxable income in the future or identify viable tax planning strategies, a reversal~~ of the valuation allowance ~~could reduce future income tax expense~~.

~~There~~For ~~were~~the three months ended December 31, 2025, the Company recorded no ~~uncertain~~material income tax ~~positions~~expense asor ofbenefit, ~~June~~resulting ~~30,~~in ~~2025~~a ~~and~~near-zero ~~2024~~effective tax rate. The ~~Company~~absence isof ~~subject~~a tosignificant tax ~~examinations~~benefit is primarily ~~for~~due to the ~~years~~continued ~~2020~~maintenance of a full valuation allowance that fully ~~through~~offsets ~~2024~~deferred intax assets arising from current-year losses. Prior-year comparative tax amounts related to the former SRx Canada operations are not indicative of the continuing business and are therefore not meaningful.

44The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets due to uncertainties regarding the timing and likelihood of generating sufficient future taxable income. Deferred tax assets consist primarily of U.S. federal and state net operating loss (“NOL”) carryforwards, which total approximately $24.0 million on a tax-effected basis and begin to expire at various dates unless utilized. The Company will continue to evaluate both positive and negative evidence each reporting period to determine whether a release of the valuation allowance is warranted. A reversal of the valuation allowance in future periods would reduce income tax expense.

The Company had no uncertain tax positions as of December 31, 2025 and 2024. We remain subject to examination in the United States for tax years 2021 through 2025.

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Non-GAAP Measures

Adjusted EBITDA

We define Adjusted EBITDA to supplement the financial measures prepared in accordance with GAAP. Adjusted EBITDA adjusts EBITDA to eliminate the impact of certain items that we do not consider indicative of our core operations. Adjusted EBITDA is determined by adding the following items to net loss: interest expense, tax expense ~~(benefit)~~, depreciation and amortization, share-based compensation, gain on extinguishment of debt and accounts payable, loss on disposal of assets, transaction-related expenses, and other non-recurring expenses.

We present Adjusted EBITDA as it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. We believe that the disclosure of Adjusted EBITDA is useful to investors as this non-GAAP measure forms the basis of how our management team reviews and considers our operating results. By disclosing this non-GAAP measure, we believe that we create for investors a greater understanding of and an enhanced level of transparency into the means by which our management team operates our company. We also believe this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items that do not directly affect our ongoing operating performance or cash flows.

Adjusted EBITDA does not represent cash flows from operations as defined by GAAP. Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss, gross margin, and our other GAAP results.

The following table presents a reconciliation of net loss, the closest GAAP financial measure, to EBITDA and Adjusted EBITDA for each of the ~~periods~~years indicated (in thousands):

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024*
Net loss	$	(298,~~745~~614	)	$	~~(11,077~~—	)
Interest expense, net		31,~~348~~288			~~3,260~~—
Income tax benefit		(630	)		(452	)
Depreciation and amortization		15			—
Depreciation and amortization		2,923			3,322
Income tax expense		4			—
EBITDA		(247,~~104~~307	)		~~(4,947~~—	)
Share-based compensation		4,452			2,582
Non-cash share-based compensation (a)		961			—
Impairment of intangible assets		2,690			-
Loss on extinguishment of debt		3,064			—
Bargain purchase gain		(1,693	)		-
Change in fair value of digital assets		464			—
Gain on disposal of assets		(4,254	)		-
Transaction related (b)		1,603			—
Transaction related expenses (a)		1,143			518
Non-recurring and other expenses (c)		158			—
Other non-recurring expenses (b)		2,624			1,713
Adjusted EBITDA	$	(1,057	)	$	—
Adjusted EBITDA	$	(19,142	)	$	(135	)

(a) ~~Transaction~~ Non-~~related~~cash expenses related to ~~non-recurring~~equity ~~business~~compensation ~~matters~~awards ~~include~~for ~~legal~~certain directors, officers and employees for services in their capacity as such. (b) Transaction-related legal fees, professional fees, and SEC filing fees related to ~~the~~single ~~Company’s Merger~~occurrence business matters, ~~private~~i.e. ~~placement~~registration statements, financing, and ~~certain~~due ~~investor~~diligence ~~relations~~related. (c) Other single-occurrence expenses, which consist of infrequent and ~~capital~~non-recurring ~~markets~~costs ~~activities~~that ~~directly~~are ~~tied~~not toindicative ~~financing~~of ~~efforts~~the Company’s ongoing operating performance.

~~(b) One~~*Prior-~~time~~year ~~and~~comparative ~~non-recurring~~figures ~~expenses~~are ~~primarily~~not ~~related~~presented tobecause ~~restructuring~~its ~~and~~wholly ~~severance~~owned subsidiary, ~~costs~~Halo, ~~from~~Purely ~~corporate~~for ~~headcount~~Pets, ~~reductions~~Inc., ~~and~~constituting ~~executive transitions;~~the ~~costs~~Company’s ~~associated~~continuing ~~with~~operations, ~~pharmacy~~only ~~and~~became ~~clinic~~the ~~closures;~~reporting ~~and~~entity ~~historical~~following a ~~accounts~~reverse ~~receivable~~merger ~~write-offs~~on ~~and~~April ~~tax~~24, ~~adjustments~~2025. ~~These~~The prior-year results of its former Canadian operations were discontinued in fiscal year September ~~items~~30, ~~have~~2025 ~~been~~subsequent ~~excluded~~to ~~from~~the ~~Adjusted~~merger ~~EBITDA~~as a result of a formal insolvency restructuring and thus are classified as ~~they~~discontinued operations in fiscal year 2025. Accordingly, prior-year amounts for continuing operations are not ~~reflective~~meaningful ofand are presented as zero on the ~~Company’s~~consolidated statement ~~ongoing~~of operations.

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Liquidity and capital resources

Historically, we have financed our operations primarily through debt financing. On ~~June~~December 3031, 2025 and ~~June~~September 30, ~~2024~~2025, we had cash and cash equivalents of $013.91 million and $0.1.3 million, respectively.

We are subject to risks common in the healthcare and pharmacy services industry, including, but not limited to, our dependence on key personnel, intense competition, our ability to effectively market and scale our service offerings, the protection and enforcement of proprietary technology and data systems, expansion into new markets or service lines, and compliance with complex and evolving healthcare, data privacy, and pharmaceutical regulations. As of June 30, 2025, we have not experienced a significant adverse impact to our business, financial condition or cash flows resulting from geopolitical actions or threat of cyber-attacks. However, we have seen adverse impacts to our gross margin from time to time due to inflationary pressures in the current economic environment. Uncertainties regarding the continued economic impact of inflationary pressures, geopolitical actions and threat of cyber-attacks are likely to result in sustained market turmoil, which could negatively impact our business, financial condition, and cash flows in the future.

We have historically incurred losses and expect to continue to generate operating losses and consume cash resources in the near term. These conditions raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the date these condensed consolidated financial statements are issued, meaning that we may be unable to generate sufficient operating cash flows to pay our short-term obligations. We have implemented and continue to implement plans to achieve operating profitability, including various margin improvement initiatives, the consolidation of and introduction of new co-manufacturers, the optimization of our pricing strategy and ingredient profiles, and new product innovation.

Our ability to raise additional capital may be adversely impacted by the potential worsening of global economic conditions, including inflationary pressures, the recent disruptions to, and volatility in, the credit and financial markets in the United States, Canada, and worldwide resulting from geopolitical tensions. If we seek additional financing to fund our business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to raise the necessary funds when needed or achieve planned cost savings, or other strategic objectives are not achieved, we may not be able to continue our operations, or we could be required to modify our operations that could slow future growth.

A summary of our cash flows is as follows (in thousands):

	Nine Months Ended June 30,
	Three months ended December 31,
	2025			2024
Cash flows (used in) provided by:
Operating activities	$	(152,~~744~~922	)	$	~~613~~1,463
Investing activities		13(8,~~280~~460	)		(42,~~490~~692	)
Financing activities		323,~~154~~133			(3,~~841~~550	)
Net increase (decrease) in cash and cash equivalents	$	690		$	(36	)
Net increase in cash and cash equivalents	$	11,751		$	—
Effect of foreign currency translation adjustments		116			(1,546	)
Cash and cash equivalents, beginning of period		106			2,070
Cash and cash equivalents, end of period	$	912		$	488

Cash flows from operating activities

Cash used in operating activities ~~was~~increased $154.74 million, or 300%, during the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to cash provided by operating activities of $01.65 million during the ~~nine~~three months ended ~~June~~December 3031, 2024. The ~~change~~increase in cash used in operating activities was primarily driven by athe ~~higher~~ net loss of $298.76 million, ~~in 2025~~offset ~~compared~~by toa $113.1 million inloss ~~2024, partially offset by non-cash adjustments including impairment expense, depreciation and amortization, gain~~ on ~~sale~~settlement of ~~assets~~debt, ~~share-based compensation, and an income tax benefit~~$1.1 ~~Working~~million ~~capital~~of ~~changes~~debt ~~also contributed with decreases~~discount inamortization ~~trade receivables~~ and ~~inventory,~~$1.0 ~~and~~million ~~purchase~~ of ~~prepaid consulting services during the nine~~share-~~month~~based ~~period ended June 30, 2025~~compensation.

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Cash flows from investing activities

Cash ~~provided~~used byin investing activities was $138.35 million during the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to cash ~~used~~provided inby investing ~~activities~~ activities of $42.57 million during the ~~nine~~three months ended ~~June~~December 3031, 2024. ~~Proceeds~~The ~~from the sale of assets as well as acquiring~~ cash used in ~~the Merger contributed, offset by cryptocurrency~~ investing ~~activity. In 2024, investing~~ activities ~~were~~fully ~~primarily~~relates ~~attributable~~ to ~~acquisitions completed~~the ~~during~~purchase ~~the~~of ~~period~~digital assets.

Cash flows from financing activities

Cash provided by financing activities was $323.21 million during the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to cash used in financing activities of $3.86 million during the ~~nine~~ three months ended ~~June~~December 3031, 2024. The ~~increase~~cash isprovided ~~primarily~~by ~~attributable~~financing toactivities for the ~~proceeds~~three ~~from~~months ended ~~private~~December ~~placements~~31, ~~done~~2025 ~~prior~~was mainly related to ~~and~~proceeds atfrom the ~~Merger closing,~~issuance ~~offset~~of bycommon ~~paydowns~~stock of ~~its senior secured facilities~~$16.1 ~~During~~million and the ~~nine~~issuance ~~months~~of ~~ended June 30, 2024, proceeds were received~~preferred ~~related~~stock toof ~~short-term~~$8.9 ~~and long-term debt facilities~~million, primarily offset by the repayment of ~~borrowings~~convertible ~~and~~debt ~~lease~~of ~~liabilities~~$1.6 million.

CWB Facility

As of June 30, 2025, the Company maintained senior secured term loan facilities with CWB Financial Group (“CWB”) totaling $23.1 million, which were originally entered into to support the development and acquisition of select pharmacy locations. On September 18, 2023, SRx Health Solutions Inc. refinanced its existing term facilities under a new consolidated agreement with CWB, which imposed updated financial covenants. These include maintaining a Senior Funded Debt to Adjusted EBITDA ratio of less than 4.0x and a Fixed Charge Coverage Ratio greater than 1.0x.

As at both June 30, 2025 and 2024, the Company was not in compliance with the CWB loan covenants, and as a result, the full amount of the CWB loans has been classified as a current liability. The debt remains callable at the lender’s discretion due to this non-compliance. Interest rates on the outstanding CWB loans range from 8.67% to 9.21%, with maturity dates extending through late 2027.

The lack of compliance is being actively managed, and the Company is in ongoing discussions with CWB to explore potential solutions. However, there can be no assurance that the Company will be able to renegotiate terms or cure the default in the near term.

Contractual Commitments and Obligations

We are contractually obligated to make future cash payments for various items, including debt arrangements, and certain purchase obligations~~, as well as the lease arrangement for our office~~. See “Note 126 – Debt” to our ~~audited~~interim condensed consolidated financial statements included in this ~~Annual~~Quarterly Report on Form 10-KQ for more information about our debt obligations. Our purchase obligations include certain ongoing marketing projects, software subscriptions as well as in-transit or in-production purchase orders with our suppliers, for which amounts vary depending on the purchasing cycle. The majority of our software subscriptions are not under long-term contracts, and we do not have long-term contracts or commitments with any of our suppliers beyond active purchase orders. These purchase obligations were not material as of the date of this ~~Annual~~ Quarterly Report on Form 10-KQ.

Off-Balance Sheet Arrangements

WeOn doJuly ~~not~~7, ~~have~~2025, ~~any~~the ~~off-balance~~Company ~~sheet~~entered ~~arrangements,~~into asa ~~defined~~Common byShare ~~applicable~~Purchase ~~regulations~~Agreement of(the “ELOC”) with a lead investor, under which the Company ~~SEC~~may sell, ~~that~~at ~~are~~its ~~reasonably~~discretion, ~~likely~~up to ~~have~~$50.0 amillion of its common shares, subject to certain conditions and limitations, including ~~current~~the NYSE American 19.99% Exchange Cap unless stockholder approval is obtained or ~~future~~sales ~~material~~otherwise ~~effect~~qualify onas ~~our~~“at-market” ~~financial~~under applicable ~~condition~~rules. The investor is obligated to purchase shares when directed by the Company, ~~results~~subject to the terms of ~~operations,~~the ~~liquidity~~ELOC, ~~capital~~and ~~expenditures~~may not orbeneficially ~~capital~~own ~~resources~~more than 4.99% of the Company’s outstanding common shares following any purchase.

~~Critical Accounting Estimates~~34

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, net sales, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting estimates. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. See “Note 1 - Nature of business and summary of significant accounting policies” to our audited consolidated financial statements included in this Annual Report on Form 10-K for a description of our significant accounting policies.

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On October 28, 2025, the Company and the investor agreed to amend the ELOC to increase the total commitment from $50 million to $1 billion. In connection with such amendment, the Company issued to Investor a convertible promissory note in the aggregate principal amount of $20 million (“ELOC Commitment Note”). Although the ELOC provides for the issuance of the Commitment Shares, the Company did not issue any such shares during fiscal year 2025. The Company also entered into a Registration Rights Agreement requiring it to file a resale registration statement covering shares issuable under the ELOC.

As of December 31, 2025, 68,356,001 shares have been sold under the ELOC.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales, costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements and, therefore, we consider these to be our critical accounting estimates. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. See “Note 1 – Nature of business and summary of significant accounting policies” to our interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of our significant accounting policies.

Share-Based Compensation

Share-based compensation expense is measured based on the estimated fair value of awards granted to employees, directors, officers and consultants on the grant date. Forfeitures are accounted for as they occur, therefore there are no forfeiture related estimates required.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, which requires the development of input assumptions, as described in “Note 1910 -– Share-based compensation”. Determining the appropriate ~~fair~~ fair value model and calculating the fair value of share-based payment awards requires the input of the subjective assumptions described in in “Note 1910 -– Share-based compensation”. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. See “Note 19 -10 – Share-based compensation” to our ~~audited~~interim condensed consolidated financial statements included in this Quarterly ~~Annual~~ Report on Form 10-KQ for more information.

Valuation of Derivative Liabilities and Equity-Linked Instruments

The Company’s accounting for convertible notes, embedded conversion features, and warrants requires the application of significant judgment, particularly in assessing the classification and measurement of these instruments under ASC 815, ASC 480, ASC 470, and other relevant guidance. In connection with the July 7, 2025 financing transaction and the October 28, 2025 issuance of the ELOC Commitment Note, the Company determined that the embedded conversion options within these instruments should be bifurcated and accounted for as derivative liabilities. These determinations required management to evaluate the economic characteristics of the conversion features, assess settlement alternatives, analyze the applicability of the scope exception under ASC 815-40, and determine whether the instruments qualify for equity classification.

The derivative liabilities associated with both the July 2025 senior secured convertible notes and the October 2025 ELOC Commitment Note are initially recorded at fair value and remeasured at each reporting date, with changes in fair value recognized in earnings. As a result, the Company’s reported results may experience significant non-cash volatility due to fluctuations in the market price of its common stock and changes in other valuation inputs.

The fair value of these derivative liabilities, as well as related equity-classified warrants, is estimated using option pricing models, including the Black-Scholes model or other appropriate valuation techniques. These models incorporate significant assumptions, including expected volatility of the Company’s common stock, risk-free interest rates, expected term, dividend yield, and the market price of the Company’s common shares. The ELOC Commitment Note includes a conversion feature with a variable discount tied to future trading prices, which increases valuation complexity and sensitivity to changes in stock price and volatility assumptions.

Because these inputs are inherently subjective and involve significant management judgment, actual results may differ materially from the estimates used. Changes in assumptions or market conditions, particularly volatility and stock price fluctuations, may have a material impact on the Company’s financial position and results of operations.

See “Note 9 – Warrants and other equity related instruments” and “Note 6 – Debt” to our interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Convertible Notes

The Company’s accounting for its senior secured convertible notes requires the use of significant judgment in applying the guidance in ASC 470-20, ASC 815, and ASC 835. Upon issuance of the Notes on July 7, 2025, management was required to evaluate the economic characteristics and risks of the embedded conversion feature to determine whether it should be separately accounted for. Based on this evaluation, the conversion option did not qualify for equity classification and was bifurcated as a derivative liability measured at fair value. This assessment required consideration of settlement alternatives, the terms of the host debt instrument, and the applicability of scope exceptions under U.S. GAAP. The initial measurement of the Notes also required allocation of proceeds among the debt host contract, the derivative liability, the original issue discount, and issuance costs, each of which impacts the effective interest rate recognized over the life of the Notes. The derivative liability is remeasured at fair value at each reporting date, with changes recorded in earnings, which may produce significant period-to-period volatility. The valuation of the derivative liability incorporates assumptions such as expected volatility, risk-free interest rates, expected term, and market price of the Company’s common shares, all of which involve considerable estimation uncertainty. Changes in these assumptions or market conditions could materially impact the recorded amounts for the Notes, the derivative liability, interest expense, and the Company’s results of operations. See “Note 6 – Debt” to our interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Under~~Our ~~the~~management, ~~supervision and~~ with the participation of ~~management, including~~ our ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer (our ~~Principal~~principal ~~Executive~~executive ~~Officer or “PEO”~~officer) and our ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer (our principal ~~Principal~~financial ~~Financial Officer or “PFO”~~officer), we evaluated the effectiveness of our disclosure controls and procedures as ~~defined~~of ~~in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~three ~~Act~~months asended ofDecember 31, ~~the~~2025. ~~end~~Based ofupon ~~the~~that ~~period~~evaluation, ~~covered~~our byprincipal ~~this Quarterly~~executive ~~Report~~officer onand ~~Form~~principal ~~10-Q.~~financial ~~The~~officer ~~term~~concluded ~~“disclosure controls and procedures~~that,” as ~~defined~~of ~~in Rules 13a-15(e) and 15d-15(e)~~December ~~under~~31, ~~the Exchange Act~~2025, ~~means~~our disclosure controls and ~~other~~ procedures ofwere aeffective. ~~company~~Notwithstanding ~~that~~this ~~are~~conclusion, ~~designed~~we tohave ~~ensure~~determined that ~~information~~the ~~required to be~~condensed ~~disclosed~~consolidated byfinancial astatements ~~company~~included in ~~the~~this ~~reports~~Form ~~that~~10-K itfairly ~~files or submits under the Exchange Act is recorded~~present, ~~processed, summarized and reported within the time periods specified~~ in ~~the~~all ~~SEC’s~~material ~~rules~~respects, ~~and~~our ~~forms.~~financial ~~Disclosure controls and procedures include~~position, ~~without limitation,~~results ~~controls~~of operations and ~~procedures~~cash ~~designed~~flows tofor ~~ensure~~the ~~that~~periods ~~information~~presented ~~required~~in toconformity bewith ~~disclosed~~accounting byprinciples agenerally ~~company~~accepted in the ~~reports~~United ~~that it files or submits~~States ~~under~~of the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosureAmerica.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not fully effective as of June 30, 2025, due to certain significant deficiencies in internal control over financial reporting identified during the audit of our 2023 financial statements. These deficiencies primarily related to documentation and execution of key controls, credit loss provisioning, inventory tracking, and support for certain financial estimates. While these deficiencies did not result in a determination of material weaknesses, we are actively remediating them and have implemented or are in the process of implementing improvements to the design and operating effectiveness of our internal control environment.

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the condensed consolidated financial statements included in this Form 10-Q, when read with the notes thereto, present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

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Material Weaknesses

During the audit of our consolidated financial statements for the fiscal year ended September 30, 2024, our independent auditor identified deficiencies in our internal control over financial reporting that were evaluated and concluded to represent material weaknesses, as defined by the standards of the Public Company Accounting Oversight Board (PCAOB). These material weaknesses raise a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

The auditor identified several areas where the Company’s controls were either not properly designed or not operating effectively. These included the lack of retained documentation to support retail pharmacy sales following the divestiture of certain locations, unsupported fair value determinations for common shares, and the absence of signatures from third-party lenders on formal debt agreements. Additionally, a material weakness related to management override of controls was identified, stemming from actions by the former CFO to redirect employer RRSP contributions to fund operating activities without appropriate approval or disclosure. Weaknesses were also noted in the Company’s technical accounting processes, including an overreliance on third-party experts without sufficient internal review or analysis by management, particularly in areas such as purchase price allocations, goodwill impairment testing, and U.S. GAAP transition accounting.

The audit also identified general IT control weaknesses in key systems used to process retail revenue and inventory data, including Kroll and SAP. These weaknesses were identified through procedures performed by the auditor’s enterprise risk team and included deficiencies in the design and implementation of IT general controls. Management has initiated remediation plans to address each of the identified weaknesses, including enhanced documentation and retention procedures, improved oversight of technical accounting matters, formalized internal control processes, and system control upgrades. These efforts are ongoing, and the Company expects to continue strengthening its internal control environment throughout fiscal 2025.

Significant Deficiencies

As part of the audit of our financial statements for the year ended September 30, 2024, our external auditors identified certain deficiencies in internal control over financial reporting. One such matter was identified as a significant deficiency. Specifically, the auditors noted that there was a lack of documentation of key controls, such as formal evidence of review and approval of account reconciliations and loan amortization schedules.

Management is committed to strengthening the Company’s internal control environment and has initiated efforts to improve documentation and oversight of key control activities. We will continue to assess and enhance our internal control processes to ensure the integrity of our financial reporting.

Remediation Plan

Management is committed to strengthening the Company’s internal control environment and is in the process of evaluating potential enhancements to address the significant deficiencies identified during the most recent audit. While formal remediation efforts are still being assessed, we are considering a range of improvements to our processes, systems, and documentation practices to support the development of more effective internal controls. As these efforts progress, we remain focused on building a control framework that supports accurate financial reporting and continued compliance with applicable standards. We intend to monitor and adjust our approach as needed to ensure that any enhancements are appropriately designed and can operate effectively over time.

Changes in Internal Control Over Financial Reporting

~~Other~~There ~~than the changes described above, there~~ has not been any change in our internal controls over financial reporting identified in connection with the evaluation that occurred during the quarter ended ~~June~~December 3031, 2025 that has materially affected, or is reasonably likely to materially affect, those controls.

PART II

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we are subject to litigation and other proceedings that arise in the ordinary course of our business. Subject to the inherent uncertainties of litigation and although no assurances are possible, we believe after discussing with legal counsel that there are no pending lawsuits or claims that, individually or in the aggregate, will have a material adverse effect on our business, financial condition or our yearly results of operations.

ITEM 1A.

RISK FACTORS

There have been no material changes from the risk factors described under the heading “Risk Factors” in our Annual Report filed on ~~July~~December 95, 2025. While we believe there have been no material changes from the risk factors previously disclosed, you should carefully consider, in addition to the other information set forth in this report, the risk factors discussed in our Annual Report that could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks facing our Company. In addition to risks and uncertainties inherent in forward-looking statements contained in this Quarterly Report, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed herewith.

EXHIBIT INDEX

Exhibit	Exhibit Description	Form	File No.	Exhibit	Filing date
1.1	Common Share Purchase Agreement by and between the Company and the buyers named therein, dated July 7, 2025	8-K		1.1	07/07/2025
1.2	Registration Rights Agreement by and between the Company and the buyers named therein, dated July 7, 2025	8-K		1.2	07/07/2025
1.3	Securities Purchase Agreement, dated as of July 8, 2025, by and among the Company and the investors named therein	8-K		1.3	07/07/2025
1.4	Security Agreement, dated as of July 8, 2025, by and between the Company, the Lead Investor and the other parties thereto	8-K		1.4	07/07/2025
1.5	Registration Rights Agreement (Convertible Note Financing), dated as of July 8, 2025, by and between the Company and the investors named therein	8-K		1.5	07/07/2025
1.6	Kent Cunningham Executive Employment Agreement, dated July 14, 2025	8-K		1.6	07/14/2025
1.7	Carolina Martinez Amendment to Executive Employment Agreement, dated July 14, 2025	8-K		1.7	07/14/2025
1.8	Settlement, Share Forfeiture and Mutual Release Agreement, dated August 14, 2025	8-K		1.8	08/13/2025
2.1	Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc. and Bona Vida, Inc.	8-K	333-161943	2.1	05/10/2019
2.2	First Amendment to Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc., and Bona Vida, Inc., dated May 3, 2019	8-K	333-161943	2.2	05/10/2019
2.3	Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC	8-K	333-161943	2.3	05/10/2019
2.4	First Amendment to Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC, dated May 6, 2019	8-K	333-161943	2.4	05/10/2019
2.5	Amended and Restated Stock Purchase Agreement, dated December 18, 2019, by and among the Company, Halo, Purely For Pets, Inc., Thriving Paws, LLC and HH-Halo LP	8-K	333-161943	2.1	12/26/2019
2.6	Agreement and Plan of Merger, dated July 28, 2022, by and among TruPet LLC and Halo, Purely for Pets, Inc.	10-Q	001-40477	2.6	08/11/2022
3.1	Certificate of Incorporation, dated January 1, 2019	10-Q	333-161943	3.1	04/15/2019
3.2	Certificate of Amendment to Certificate of Incorporation, dated February 1, 2019	10-Q	333-161943	3.2	04/15/2019
3.3	Certificate of Amendment to Certificate of Incorporation, dated March 13, 2019	8-K	333-161943	3.1	03/20/2019
3.4	Certificate of Amendment to Certificate of Incorporation, dated April 18, 2019	10-KT	333-161943	3.5	07/25/2019
3.5	Certificate of Amendment to Certificate of Incorporation, dated July 30, 2020	8-K	333-161943	99.1	07/30/2020
3.6	Certificate of Merger of Sport Endurance, Inc. with and into the Company	10-Q	333-161943	3.4	04/15/2019
3.7	~~Bylaws~~Certificate of Amendment to Certificate of Incorporation, dated April 24, 2025	108-QK	~~333~~001-~~161943~~40477	3.56	04/1530/~~2019~~2025
3.8	Certificate of Designation for Series FA ~~Convertible~~Special Voting Preferred Stock, filed April 24, 2025	8-K	~~333~~001-~~161943~~40477	3.18	1004/0230/~~2020~~2025
3.9	Certificate of ~~Cancellation~~Designations of Rights and Preferences and Limitations of the Series FA Convertible Preferred Stock, offiled ~~Better~~October ~~Choice~~27, 2025.	8-K	001-40477	3.10	0810/1131/~~2022~~2025
3.10	Certificate of Merger of TruPet LLC with and into Halo, Purely for Pets, Inc.	10-Q	001-40477	3.10	08/11/2022
3.10*	Certificate of Amendment to Certificate of Incorporation, dated November 11, 2025
4.7†	Better Choice Company Inc. Amended and Restated 2019 Incentive Award Plan	10-K	333-161943	10.19	05/04/2020
3.11	Bylaws	10-Q	333-161943	3.50	04/15/2019
4.7†	Better Choice Company Inc. Amended and Restated 2019 Incentive Award Plan	10-K	333-161943	10.2	05/04/2020
4.8†	Form of 2019 Incentive Award Plan Stock Option Agreement	S-1	333-234349	10.7	10/28/2019
10.1†	Form of Indemnification Agreement by and among the Company and its officers and directors	S-1	333-234349	10.880	10/28/2019
10.2†#	Separation Agreement, dated as of September 14, 2022, by and between the Company and Scott Lerner	10-Q	001-40477	10.18	11/10/2022
10.2	Arrangement Agreement, dated September 3, 2024, between Better Choice Company Inc., and SRx Health Solutions, Inc., as amended December 6, 2024, January 24, 2025 and February 25, 2025	8-K	001-40477	10.10	09/09/2024
10.3†#	Advisory Consulting Agreement, dated as of November 2, 2022, by and between the Company and Lionel F. Conacher	10-Q	001-40477	10.19	11/10/2022
10.3	Common Share Purchase Agreement by and between the Company and the buyers named therein, dated July 7, 2025	8-K	001-40477	10.1	07/15/2025
10.4†	Interim Officer Agreement, dated as of March 20, 2023, by and between Carolina Martinez and Better Choice Company, Inc.	8-K	001-40477	10.1	03/21/2023
10.4	Registration Rights Agreement by and between the Company and the buyers named therein, dated July 7, 2025	8-K	001-40477	10.2	07/15/2025
10.5†	Account Purchase Agreement, dated as of June 21, 2023, by and between Wintrust Receivables Finance, a division of Wintrust Bank N.A., and Halo, Purely for Pets, Inc.	8-K	001-40477	10.9	06/21/2023
10.5	Securities Purchase Agreement, dated as of July 8, 2025, by and among the Company and the investors named therein	8-K	001-40477	10.3	07/15/2025
10.6	Security Agreement, dated as of July 8, 2025, by and between the Company, the Lead Investor and the other parties thereto	8-K	001-40477	10.6	07/15/2025

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10.6	Arrangement Agreement, dated September 3, 2024, between Better Choice Company Inc., and SRx Health Solutions, Inc., as amended December 6, 2024, January 24, 2025 and February 25, 2025	8-K	001-40477	10.1	09/09/2024
10.7	Registration Rights Agreement (Convertible Note Financing), dated as of July 8, 2025, by and between the Company and the investors named therein	8-K	001-40477	10.7	07/15/2025
21.1*	Subsidiaries of the Company	10-K	001-40477	21.1	03/28/2023
10.8	Kent Cunningham Executive Employment Agreement, dated July 14, 2025	8-K	001-40477	10.1	07/16/2025
10.9	Carolina Martinez Amendment to Executive Employment Agreement, dated July 14, 2025	8-K	001-40477	10.2	07/16/2025
10.10	Settlement, Share Forfeiture and Mutual Release Agreement, dated August 14, 2025	8-K	001-40477	10.1	08/14/2025
10.11	Securities Purchase Agreement dated October 27, 2025 by and among the Company and the investors named therein.	8-K	001-40477	10.1	10/31/2025
10.12	Registration Rights Agreement dated October 31, 2025 by and between the Company and the lead investor named therein.	8-K	001-40477	10.2	10/31/2025
10.13	Amendment dated October 28, 2025 to Common Stock Purchase Agreement dated July 7, 2025 by and between the Company and the investor named therein.	8-K	001-40477	10.3	10/31/2025
10.14	Share Exchange and Asset Transfer Agreement, dated December 16, 2025, by and among the Company and the other parties named therein.	8-K	001-40477	2.1	12/16/2025
19*	Insider Trading Policy
24.1*	Power of Attorney (included on the signature page to this report)
21.1	Subsidiaries of the Company	10-K	001-40477	21.1	03/28/2023
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
24.1 *	Power of Attorney (included on the signature page to this report)
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1 *	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) related notes, tagged as blocks of text and including detailed tags.
32.1 *	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104*	Cover page from the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, formatted in iXBRL (included as Exhibit 101).
101 *	The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2025 formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) related notes, tagged as blocks of text and including detailed tags.
104 *	Cover page from the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2025, formatted in iXBRL (included as Exhibit 101).

†		Indicates a management contract or any compensatory plan, contract or arrangement.

*		Filed or furnished herewith.

#		Certain schedules and similar attachments to this agreement have been omitted in accordance with Item 601(b)(5) of Regulation S-K. The Company will furnish copies of any schedules or similar attachments to the SEC upon request.

***		Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SRx Health Solutions Inc.
Date: September 30, 2025	By:	/S/ KENT CUNNINGHAM
Date: February 13, 2026	By:	/S/ KENT CUNNINGHAM
		Kent Cunningham
		Chief Executive Officer
		Chief Executive Officer (Principal Executive Officer)
		(Principal Executive Officer)
Date: February 13, 2026	By:	/S/ CAROLINA MARTINEZ
Date: September 30, 2025	By:	/S/ CAROLINA MARTINEZ
		Carolina Martinez
		Chief Financial Officer
		Chief Financial Officer (Principal Financial and Accounting Officer)
		(Principal Financial and Accounting Officer)

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