SRx Health Solutions, Inc. 8-K

What Happened
SRx Health Solutions, Inc. (SRXH) announced on March 16, 2026 that it entered into a Securities Purchase Agreement with accredited investors to sell up to $8.0 million of securities in one or more closings. At the initial closing the company sold 5,660 shares of newly designated Series B convertible preferred stock and 22,237,666 warrants to purchase common stock for aggregate cash proceeds of about $4.528 million. The Company also entered into a Registration Rights Agreement requiring it to file an SEC registration statement to register the resale of common shares issuable on conversion of the Series B and on exercise of the warrants.

Key Details

• Initial closing date: March 16, 2026; initial proceeds ≈ $4.528 million. Aggregate placement capacity: up to $8.0 million and up to 10,000 Series B shares.
• Securities sold: 5,660 Series B convertible preferred shares (Series B stated value $1,000 each) and 22,237,666 warrants.
• Conversion / exercise economics: fixed conversion and initial warrant exercise price $0.3182 (subject to certain adjustments); warrants expire three years after they become exercisable. Prior to stockholder approval the conversion/exercise floor may not go below $0.3182 (other technical adjustments excepted). After stockholder approval, alternate conversion formulas tied to VWAP (95% or 90% under certain Triggering Events) may apply.
• Corporate terms: Series B ranks senior to common (pari passu with Series A), holders have no voting rights, the company must reserve at least 200% of shares necessary for conversion while Series B outstanding, and the Certificate of Designations contains covenants limiting repurchases, certain financings and liens. Company may redeem all Series B shares for cash at 125% of a specified redemption metric.

Why It Matters
This transaction provides immediate cash (≈ $4.53M) to SRx and a path for up to $8M of financing, but it also creates potential dilution: the Series B is convertible into common stock and the large number of warrants can be exercised into additional common shares. Stockholder approval will be required under NYSE American rules to permit the issuance of the underlying common shares without regard to conversion limits, and the Company must file a registration statement to allow resale of those shares. Investors should watch for (1) subsequent closings that could raise more capital, (2) the pending registration/stockholder approval events, and (3) any conversion/exercise activity that would increase share count and affect existing shareholders.