SRx Health Solutions, Inc. 8-K

What Happened

• SRx Health Solutions, Inc. (SRXH) announced it received a public warning letter from NYSE Regulation (dated Feb 18, 2026) for failing to comply with Sections 301 and 713 of the NYSE American Company Guide. The letter relates to the issuance of approximately 7.5 million shares of common stock issued between Dec 31, 2025 and Jan 23, 2026 upon conversion of Series A Convertible Preferred Stock issued under a Securities Purchase Agreement dated Oct 27, 2025.
• The Exchange stated the company did not obtain prior listing approval for the additional common shares (Section 301) and that stockholder approval for an issuance exceeding 20% of outstanding common stock was deficient under the Exchange’s internal guidance (Section 713). SRx filed the listing application on Dec 12, 2025 and had obtained stockholder written consent on Oct 8, 2025 (Schedule 14C filed Oct 20, 2025). As of this filing, all Preferred Shares have been converted or redeemed and none remain outstanding. The company published a press release about the warning on Feb 20, 2026.

Key Details

• ~7.5 million common shares issued upon conversion between Dec 31, 2025 and Jan 23, 2026.
• Series A Preferred issued under SPA dated Oct 27, 2025; stockholder written consent dated Oct 8, 2025 (Schedule 14C filed Oct 20, 2025).
• Company filed NYSE listing application on Dec 12, 2025; NYSE issued warning letter dated Feb 18, 2026.
• All Preferred Shares have been converted or redeemed (no Preferred Shares outstanding as of this report).

Why It Matters

• A NYSE warning letter is a formal notice that the company did not meet certain listing rules; while not an immediate delisting, it can trigger further review or enforcement if the Exchange determines the deficiencies are not remedied.
• For investors, the key facts are the size and timing of the share issuances (~7.5M shares) and that the Exchange found the prior shareholder approval procedure deficient. The company states the convertible preferreds have been resolved (converted or redeemed), which affects the company’s capital structure and outstanding share count.