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SRx Health Solutions, Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

SRXH$0.81+1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-13.

0001493152-26-006816

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001493152-26-023072

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 101 previous paragraphs and 105 current paragraphs.

85 unchanged; 15 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

(a) Non-cash expenses related to equity compensation awards for certain directors, officers and employees for services in their capacity as such.

Current report

(b) Represents transaction, financing, treasury, litigation, and other non-recurring corporate costs, including legal, audit, valuation, professional, SEC filing, due diligence, transfer agent, and capital markets-related fees associated with the Company’s financing, treasury, and trading activities, which are not considered part of normal recurring operations.

Current report

(c) Other single-occurrence expenses, which consist of infrequent and non-recurring costs that are not indicative of the Company’s ongoing operating performance.

Current report

*Following the reverse merger completed during the fiscal year ended September 30, 2025, the Company’s operating structure changed, and SRx Canada was subsequently discontinued. As a result, prior-year comparative figures reflect the historical operations of SRx Canada. These operations have since been deconsolidated and are reported as discontinued operations.
Removed paragraphs (1)
Reworded paragraphs (15)

Previous wording

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”).

Current wording

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 (“EMJX”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”), and the transferors named therein (the “Transferors”).

Previous wording

Upon the terms and subject to the conditions set forth in the Transfer Agreement, the Company shall acquire EMJC and DelawareCo and acquire from certain Transferors all of their rights in and to certain intellectual property assets, in an all-stock transaction, for an aggregate purchase price of approximately $55 million.

Current wording

Upon the terms and subject to the conditions set forth in the Transfer Agreement, the Company shall acquire EMJX and DelawareCo and acquire from certain Transferors all of their rights in and to certain intellectual property assets, in an all-stock transaction, for an aggregate purchase price of approximately $55 million.

Previous wording

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.

Current wording

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 outstanding shares of its preferred stock by February 12, 2026. As of the date of the redemption notice, there were 17,418 shares of preferred stock outstanding. 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 approximately $21.8 million.

Previous wording

Net 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.

Current wording

Net sales for three and six months ended March 31, 2026 were $3.4 million and $6.2 million, respectively, 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.

Previous wording

Cost of goods sold for the three months ended December 31, 2025, consists primarily of the cost of products obtained from co-manufacturers, packaging materials, freight costs for shipping inventory to the warehouse, and third-party warehouse and order fulfillment expenses. Inventories are periodically reviewed to identify damaged, slow-moving, or aged inventory. Based on this assessment, inventory is recorded at the lower of cost or net realizable value, with any reduction in value expensed as cost of goods sold.

Current wording

Cost of goods sold consists primarily of the cost of products obtained from co-manufacturers, packaging materials, freight costs for shipping inventory to the warehouse, and third-party warehouse and order fulfillment expenses. Inventories are periodically reviewed to identify damaged, slow-moving, or aged inventory. Based on this assessment, inventory is recorded at the lower of cost or net realizable value, with any reduction in value expensed as cost of goods sold.

Previous wording

Gross profit is affected by a variety of factors, including product sales mix, volumes sold, discounts offered to customers, the cost of manufactured products, and freight costs from the manufacturer to the warehouse. For the three months ended December 31, 2025, gross profit was 1.1 million, with a gross margin of 38%.

Current wording

Gross profit is affected by a variety of factors, including product sales mix, volumes sold, discounts offered to customers, the cost of manufactured products, and freight costs from the manufacturer to the warehouse. For the three months ended March 31, 2026, gross profit was 1.3 million, with a gross margin of 37%. For the six months ended March 31, 2026, gross profit was $2.3 million, with a gross margin of 37%.

Previous wording

Interest expense for the three months ended December 31, 2025 primarily reflects interest associated with the ELOC Commitment Note issued in October 2025. The period also includes interest incurred on the July 2025 notes, which were fully written off in October 2025, including all outstanding principal and accrued interest. As a result, no further interest was recognized on those instruments for the remainder of the period.

Current wording

Interest expense for the three and six months ended March 31, 2026 primarily reflects interest associated with the ELOC Commitment Note issued in October 2025. The period also includes interest incurred on the July 2025 notes, which were fully written off in October 2025, including all outstanding principal and accrued interest. As a result, no further interest was recognized on those instruments for the remainder of the period.

Previous wording

For the three months ended December 31, 2025, the Company recorded no material income tax expense or benefit, resulting in a near-zero effective tax rate. The absence of a significant tax benefit is primarily due to the continued maintenance of a full valuation allowance that fully offsets deferred tax 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.

Current wording

For the three and six months ended March 31, 2026, the Company recorded no material income tax expense or benefit, resulting in a near-zero effective tax rate. The absence of a significant tax benefit is primarily due to the continued maintenance of a full valuation allowance that fully offsets deferred tax 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.

Previous wording

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, 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.

Current wording

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, depreciation and amortization, tax expense, share-based compensation, loss on extinguishment of debt, change in fair value of digital assets, change in fair value of equity securities, change in fair value of derivative liabilities, transaction-related expenses, and other non-recurring expenses.

Previous wording

Historically, we have financed our operations primarily through debt financing. On December 31, 2025 and September 30, 2025, we had cash and cash equivalents of $13.1 million and $1.3 million, respectively.

Current wording

Historically, we have financed our operations primarily through debt and equity financing. On March 31, 2026 and September 30, 2025, we had cash and cash equivalents of $20.5 million and $1.3 million, respectively, and short-term investments of $3.0 million and zero, respectively.

Previous wording

Cash used in operating activities increased $4.4 million, or 300%, during the three months ended December 31, 2025 compared to cash provided by operating activities of $1.5 million during the three months ended December 31, 2024. The increase in cash used in operating activities was primarily driven by the net loss of $8.6 million, offset by a $3.1 million loss on settlement of debt, $1.1 million of debt discount amortization and $1.0 million of share-based compensation.

Current wording

Cash used in operating activities was $9.6 million during the six months ended March 31, 2026 compared to cash provided by operating activities of $0.1 million during the six months ended March 31, 2025. The increase in cash used in operating activities was primarily driven by the net loss of $15.0 million, offset by a $3.4 million change in fair value of digital assets, $3.1 million loss on settlement of debt, and $2.7 million of debt discount amortization.

Previous wording

Cash used in investing activities was $8.5 million during the three months ended December 31, 2025 compared to cash provided by investing activities of $2.7 million during the three months ended December 31, 2024. The cash used in investing activities fully relates to the purchase of digital assets.

Current wording

Cash used in investing activities was $15.5 million during the six months ended March 31, 2026 compared to cash provided by investing activities of $3.7 million during the six months ended March 31, 2025. Cash used in investing activities was primarily related to the purchase of digital assets of $16.5 million, partially offset by proceeds from sale of digital assets of $4.8 million, as well as purchases of marketable securities and option positions associated with the Company’s active capital allocation and treasury management activities of $62.8 million, offset by proceeds from sales of marketable securities and option positions of $62.7 million. Additionally, the Company invested approximately net $3.0 million in short-term U.S. Treasury securities as part of its broader treasury management strategy and purchased $1.4 million of a convertible note receivable, as described in Note 6 – Notes receivable.

Previous wording

Cash provided by financing activities was $23.1 million during the three months ended December 31, 2025 compared to cash used in financing activities of $3.6 million during the three months ended December 31, 2024. The cash provided by financing activities for the three months ended December 31, 2025 was mainly related to proceeds from the issuance of common stock of $16.1 million and the issuance of preferred stock of $8.9 million, primarily offset by the repayment of convertible debt of $1.6 million.

Current wording

Cash provided by financing activities was $44.3 million during the six months ended March 31, 2026 compared to cash used in financing activities of $3.8 million during the six months ended March 31, 2025. The cash provided by financing activities for the six months ended March 31, 2026 was mainly related to proceeds from the issuance of common stock of $55.1 million and the issuance of convertible preferred stock of $13.2 million, primarily offset by the redemption of Series A convertible preferred stock of $21.8 million.

Previous wording

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

Current wording

As of March 31, 2026, 299,522,800 shares have been sold under the ELOC.

Previous wording

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.

Current wording

See “Note 11 – Preferred stock, warrants and other equity” and “Note 8 – Debt” to our interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.