UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~March 182, 2026

SRx Health Solutions, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-40477

83-4284557

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

801 US Highway 1

North Palm Beach, Florida 33408

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (212) 896-1254

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value share		SRXH		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~February~~previously 18disclosed, ~~2026,~~on ~~SRx~~July ~~Health~~7, ~~Solutions~~2025, ~~Inc.~~the Company entered into a Securities Purchase Agreement (the “~~Company~~Note Purchase Agreement”) by ~~received~~and aamong ~~public~~the ~~warning~~Company ~~letter~~and certain accredited investors named therein (the “~~Letter~~Note Investors”) ~~from~~, pursuant to which the ~~NYSE~~Company issued ~~Regulation~~and ~~Staff~~sold ofto the ~~New~~Note ~~York~~Investors ~~Stock~~(i) ~~Exchange~~a new series of senior secured convertible notes (the “~~Exchange~~Notes”) ~~notifying~~with ~~the~~an ~~Company~~aggregate original ~~that~~principal itamount ~~failed~~of $7,650,000, subject to ~~comply with~~an ~~Sections~~original ~~301~~issue discount as provided in the Notes, and ~~713~~(ii) warrants to acquire 21,338,062 shares of the ~~NYSE~~Company’s ~~American~~common ~~LLC~~stock, ~~Company~~par ~~Guide~~value $0.001 per share (the “~~Company~~Common ~~Guide~~Stock”) (such transaction, the “Note Financing”). Refer to the Company’s Current Report on Form 8-K filed on July 15, 2025 for additional information regarding the Note Purchase Agreement and the Note Financing.

~~The~~Also ~~Letter~~as ~~relates~~previously todisclosed, on October 27, 2025, the ~~issuance~~Company ofentered ~~approximately~~into ~~7.5~~a ~~million~~Securities ~~shares~~Purchase Agreement (the “~~Subject~~Series ~~Shares~~A Purchase Agreement,”) ofand together with the ~~Company’s~~Note ~~common~~Purchase ~~stock~~Agreement, ~~par~~ ~~value~~the ~~$0.001~~“Existing ~~per~~Securities ~~share~~Purchase Agreements”) with certain accredited investors named therein (the “~~Common~~Series ~~Stock”)~~A Investors,” ~~between~~and ~~December~~together 31with the Note Investors, ~~2025~~the ~~and~~“Existing ~~January~~Investors”). Pursuant ~~23,~~to ~~2026~~the Series A Purchase Agreement, ~~upon~~up ~~conversion~~to of38,070 ~~certain~~ shares of the Company’s Series A ~~Convertible~~convertible ~~Preferred~~preferred ~~Stock~~stock, par value $0.001 per share (the “Series A Preferred ~~Shares~~Stock”)~~. The~~, ~~Preferred~~the ~~Shares~~terms ~~were~~of ~~issued~~which ~~pursuant~~are toset aforth ~~Securities~~in ~~Purchase~~that ~~Agreement,~~certain ~~dated~~certificate ~~October~~of ~~27,~~designations for ~~2025,~~the bysuch ~~and~~series ~~among~~of preferred stock (the ~~Company~~“Existing Certificate of Designations”), and ~~certain investors~~accompanying ~~(the~~warrants (“~~Agreement~~Series A Warrants”). ~~The~~to ~~Agreement~~purchase ~~and~~shares ~~the~~of ~~Preferred~~Common ~~Shares~~Stock, ~~are~~could ~~described~~be purchased, in ~~the~~one ~~Company’s~~or ~~Current~~more ~~Report~~closings, ~~on Form~~for ~~8-K~~an ~~filed~~aggregate ~~with~~purchase ~~the~~price ~~Securities~~of up ~~and~~to ~~Exchange~~$30.46 ~~Commission~~million ~~(the~~in ~~“SEC”)~~one onor more closings. On October 31, 2025~~. Specifically~~, ~~the~~pursuant ~~Letter~~to ~~states that~~ the ~~Company~~Series ~~failed~~A toPurchase ~~file~~Agreement, anthe ~~application~~Company toissued ~~obtain~~and sold, the ~~Exchange’s~~Series ~~listing~~A ~~approval~~Investors ~~for~~purchased, ~~the~~in ~~issuance~~a ofprivate ~~additional~~placement: 19,035 shares of the ~~Common~~Series A Preferred Stock asand ~~required~~54,527,811 ~~under~~Series ~~Section~~A Warrants ~~301~~for aggregate proceeds of approximately $15.23 million (such transaction, the ~~Company~~“Series ~~Guide~~A ~~and~~Financing”). ~~failed~~Refer to ~~obtain~~the Company’s ~~stockholder~~Current ~~approval~~Report ofon anForm ~~issuance~~8-K ~~that exceeded~~filed ~~20%~~on ofOctober ~~the~~31, ~~Common~~2025 ~~Stock~~for ~~outstanding,~~additional asinformation ~~required~~regarding ~~under~~the ~~Section~~Series ~~713~~A ofPurchase Agreement and the ~~Company~~Series ~~Guide~~A Financing.

The Company ~~filed~~desires anto ~~application~~enter into a securities purchase agreement (the “New Securities Purchase Agreement”) with certain accredited investors (the “New Buyers”), pursuant to ~~obtain~~which, among other things, the ~~Exchange’s~~Company ~~listing~~will ~~approval~~sell ~~for~~and issue to the ~~issuance~~New Buyers, in one or more closings, certain shares of a new series of convertible preferred stock of the ~~Common~~Company designated as Series B Preferred Stock, par ~~issuable~~value ~~upon~~$0.001 ~~conversion~~per share (the “Series B Preferred Stock”), the terms of which shall be set forth in the certificate of designation for such series of preferred stock, and related warrants (collectively, the ~~Preferred~~“New ~~Shares~~Offering”). onPursuant ~~December~~to 12Section 4(o) of each Existing Securities Purchase Agreement, ~~2025~~as applicable, each Existing Investor has a right of participation in the New Offering and is entitled to certain notice rights (collectively, the “Participation Right”). AtIn connection with the ~~time~~New ofOffering, certain ~~such~~Existing ~~filing~~Investors have each entered into a limited waiver and consent agreement with the Company (each, a “Waiver”), pursuant to which each such Existing Investor has agreed to (i) permit the ~~conditions~~New ~~precedent~~Offering and (ii) waive its Participation Right with respect to the ~~conversion~~New Offering and to any Subsequent Placement (as defined in each Existing Securities Purchase Agreement, as applicable) effected on or after the effective date of the ~~Preferred~~Waiver. Further, pursuant to the Waiver, certain Existing Investors, each in its capacity as a ~~Shares~~Required ~~under~~Holder (as defined in the Series A Purchase Agreement) ~~had~~have ~~not~~provided ~~been~~their ~~met~~consent, ~~and~~pursuant noto ~~shares~~the Existing Certificate of Designations, ~~Common~~to the creation of Parity Stock ~~had~~(as ~~been~~defined ~~issued~~in the Existing Certificate of Designations), solely with respect to the Series B Preferred Stock, such that the Series B Preferred Stock is permitted to rank pari passu with the Series A Preferred Stock in respect ~~connection~~of ~~therewith~~the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

The ~~Company~~foregoing ~~obtained~~description ~~stockholder approval~~ of the ~~issuance~~terms ~~of the Preferred Shares,~~ and ~~the~~conditions ~~issuance~~ of the ~~Common~~Waiver ~~Stock~~does ~~upon~~not ~~the~~purport ~~conversion thereof, including the potential for such issuance~~ to ~~exceed~~be ~~20%~~complete ofand ~~the~~is ~~Common~~qualified ~~Stock~~in ~~then-outstanding,~~its byentirety ~~written consent of the stockholders on October 8, 2025. Such stockholder actions taken~~ by ~~written consent are described in~~ the ~~Company’s Definitive Schedule 14C filed~~ ~~with~~full ~~the~~text ~~SEC~~of ~~on October 20, 2025. The Exchange has advised~~ the ~~Company~~form ~~that~~of ~~such stockholder approval was deficient under the Exchange’s unpublished internal guidance on generic proxy proposals~~Waiver, which ~~led~~is tofiled ~~the violation of Section 713 of the Company Guide~~ as ~~set~~an ~~forth in~~exhibit ~~the Letter~~thereto.

AsItem ~~of the date of this Current Report, all of the Preferred Shares have either been converted into Common Stock or redeemed by the Company, and no Preferred Shares are outstanding~~9.01. ~~Such redemption of Preferred Shares is described in the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2026~~Exhibits.

A press release announcing the Company’s receipt of the Warning Letter was published on February 20, 2026 and is attached to this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits		Description
99.1		Warning Letter, dated February 18, 2026.
10.1		Form of Waiver.
99.2		Press Release, dated February 20, 2026.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SRx Health Solutions, Inc.

	By:	/s/ Carolina Martinez
	Name:	Carolina Martinez
	Title:	Chief Financial Officer

~~February~~March 202, 2026

Filing Compare · SRx Health Solutions, Inc.