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SRX Global Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 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.

Jun 30, 2026 · Filed Aug 13, 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 2026-03-31; filed 2026-05-14.

0001493152-26-023072

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001493152-26-037793

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 105 previous paragraphs and 114 current paragraphs.

82 unchanged; 19 reworded; 13 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 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 (13)

Current report

At the closing of the Transaction (the “Closing”), the Company acquired 100% of the issued and outstanding equity interests of each of EMJC and CCC Crypto, and a 100% direct and indirect ownership interest in the IP Asset, as defined in the Transfer Agreement.

Current report

As consideration, the Company issued to EMJC and certain other parties to the Transaction an aggregate of (i) 4,718,937 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), (ii) 1,954,470 exchangeable shares of ExchangeCo (the “Exchangeable Shares”) which are exchangeable for shares of Common Stock on a one-for-one basis, and (iii) warrants (the “Pre-Funded Warrants”) to purchase 492,984 shares of Common Stock.

Current report

The shares of Common Stock issued at the Closing, and the shares of Common Stock issuable upon the exchange or exercise of the Exchangeable Shares and Pre-Funded Warrants issued at the Closing, have been registered under the Securities Act of 1933, as amended (the “Securities Act”) in a Registration Statement on Form S-4 declared effective by the SEC on May 7, 2026.

Current report

The Transaction was accounted for as an asset acquisition in accordance with ASC 805-50. The fair value of the equity consideration transferred in the Transaction was $79.7 million. Additionally, the Company incurred direct acquisition-related transaction costs of $0.3 million, consisting primarily of legal, accounting and other professional fees, incurred in connection with the Closing and thus were capitalized as part of the cost of the assets acquired. Accordingly, the total purchase price for accounting purposes was $80.0 million.

Current report

On June 23, 2026, the Company was informed by the NYSE American LLC (the “NYSE American”) that it was not in compliance with the continued listing standards set forth in Section 1003(f)(v) of the NYSE American Company Guide, which relates to low selling price per share for a substantial period of time. The Company’s common stock closed below $0.10 on June 23, 2026, and NYSE American halted trading of the Company’s common stock, with the halt to continue until the Company effectuated a reverse stock split.

Current report

In response, on June 24, 2026, the Company announced its plan to proceed with a 1-for-60 reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share, as a measure the Company believes is necessary and in the best interests of the Company and its stockholders to regain compliance with NYSE American’s continued listing standards. The reverse stock split became effective July 6, 2026. See Note 23 – Subsequent events, for discussion of the reverse stock split.

Current report

On June 24, 2026, the Company’s Board of Directors approved a 1-for-60 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 (the “Reverse Split”). The Reverse Split became effective, and trading on a post-split basis began, at the market open on July 6, 2026. There was no change to the par value of the Company’s common stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares with the exception of those holders of fractional shares. No fractional shares were issued in connection with the Reverse Split; any shareholder who would otherwise have been entitled to a fractional share received one whole share in lieu thereof.

Current report

On July 16, 2026, the Company announced it had received a written notification from NYSE Regulation confirming that the Company is back in compliance with all NYSE American LLC continued listing standards set forth in Part 10 of the NYSE American Company Guide, including the Section 1003(f)(v) low selling price deficiency addressed by the Reverse Split described above.

Current report

In a letter dated July 15, 2026, NYSE Regulation informed the Company that it had resolved the continued listing deficiency with respect to Section 1003(a)(i) and (ii) of the Company Guide, which had been referenced in the Exchange’s letter dated October 14, 2025 and disclosed in the Company’s Form 8-K filed with the SEC on October 17, 2025. As a result, the Company’s compliance indicator (“.BC”) will no longer be disseminated, and SRX Global will be removed from the list of NYSE American noncompliant issuers on the Exchange’s website.

Current report

(c) Other single-occurrence expenses, which consist of strategic rebranding, systems implementation and technology transformation, initiatives and other non-recurring costs.

Current report

*Prior-year results reflect only the results for the Halo business within the Better Choice Company, Inc. The operations of SRx Canada, the Company’s former specialty healthcare business, were deconsolidated during the fiscal year September 30, 2025 and are presented as discontinued operations. Accordingly, prior year amounts for SRx Canada are not presented.
Removed paragraphs (4)

Previous report

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 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.

Previous report

*Prior-year comparative figures are not presented because its wholly owned subsidiary, Halo, Purely for Pets, Inc., constituting the Company’s continuing operations, only became the reporting entity following a reverse merger on April 24, 2025. The prior-year results of its former Canadian operations were discontinued in fiscal year September 30, 2025 subsequent to the merger as a result of a formal insolvency restructuring and thus are classified as discontinued operations in fiscal year 2025. Accordingly, prior-year amounts for continuing operations are not meaningful and are presented as zero on the consolidated statement of operations.
Reworded paragraphs (19)

Previous wording

On August 14, 2025, the Company entered into a Settlement, Share Forfeiture and Mutual Release Agreement (the “Settlement Agreement”) with certain of 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.

Current wording

On August 14, 2025, the Company entered into a Settlement, Share Forfeiture and Mutual Release Agreement (the “Settlement Agreement”) with certain of the founders and officers of SRx Canada (the “Forfeiting Stockholders”), pursuant to which the Forfeiting Stockholders forfeited for cancellation approximately 313,988 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.

Previous wording

On July 7, 2025, 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”).

Current wording

On July 7, 2025, 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 355,635 shares of the Company’s common stock (the “Common Stock”) (such transaction, the “July PIPE Financing”).

Previous wording

The July Notes bear interest at a rate of 8% per annum. The July Notes mature on July 8, 2027, provided that the maturity date may be extended by a noteholder if the Company is in default under the July Notes, and in certain other limited circumstances as described in the July Notes. The July Notes are convertible into shares of the Common Stock at a conversion price of $0.6274 per share, subject to customary adjustments. The July Warrants are exercisable for a period of three (3) years beginning six (6) months from the date of issuance at an exercise price of $0.6274 per share, also subject to adjustment.

Current wording

The July Notes bear interest at a rate of 8% per annum. The July Notes mature on July 8, 2027, provided that the maturity date may be extended by a noteholder if the Company is in default under the July Notes, and in certain other limited circumstances as described in the July Notes. The July Notes are convertible into shares of the Common Stock at a conversion price of $37.64 per share, subject to customary adjustments. The July Warrants are exercisable for a period of three (3) years beginning six (6) months from the date of issuance at an exercise price of $37.64 per share, also subject to adjustment.

Previous wording

On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “October PIPE SPA”) with certain accredited investors named therein (the “October PIPE Investors”). Certain October PIPE Investors are July PIPE Investors. Pursuant to the October PIPE SPA, up to 38,070 shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) and accompanying warrants (“October Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) may be purchased for an aggregate purchase price of up to $30.46 million in one or more closings (such transaction, the “October PIPE Financing”).

Current wording

On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “October PIPE SPA”) with certain accredited investors named therein (the “October PIPE Investors”). Certain October PIPE Investors are July PIPE Investors. Pursuant to the October PIPE SPA, up to 635 shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) and accompanying warrants (“October Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) may be purchased for an aggregate purchase price of up to $30.46 million in one or more closings (such transaction, the “October PIPE Financing”).

Previous wording

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 the 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.

Current wording

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: 318 shares of the Series A Preferred Stock and 908,797 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.

Previous wording

As 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 promissory note in the original principal amount of $20.0 million (the “ELOC Commitment Note”), which is convertible into up to 72,048,620 shares of Common Stock (collectively, the “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.

Current wording

As 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 promissory note in the original principal amount of $20.0 million (the “ELOC Commitment Note”), which is convertible into up to 1,200,811 shares of Common Stock (collectively, the “ELOC Commitment Shares”), assuming a price of $19.26 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.

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

Current wording

On June 16, 2026, the Company completed a transaction with EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), pursuant to a Share Exchange and Asset Transfer Agreement, dated December 16, 2025, and amended on March 11, 2026 and June 17, 2026 (as amended, the “Transfer Agreement”), by and among the Company, EMJC, CCC Crypto Corp., a Delaware corporation (“CCC Crypto”), 1001440571 Ontario Inc., a corporation organized under the laws of Ontario, Canada and an indirect wholly-owned subsidiary of the Company (“ExchangeCo”), and the other parties thereto (the “Transaction”).

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net sales for three and nine months ended June 30, 2026 were $3.4 million and $9.6 million, respectively, reflecting revenue generated from the Company’s continuing operations in the Halo pet health and wellness business. 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

As a result of the restructuring of SRx Canada and the Company’s shift to the Consumer Products business, the results of operations for three months ended March 31, 2026 are not directly comparable to 2025. Prior-year amounts reflect the specialty healthcare business, which has since been discontinued and are thus not presented.

Current wording

Prior-year results reflect only the results for the Halo business within the Better Choice Company, Inc. The operations of SRx Canada, the Company’s former specialty healthcare business, were deconsolidated during the prior year and are presented as discontinued operations. Accordingly, prior year amounts for SRx Canada are not presented. As a result, and given the Company’s focus on the Consumer Products business, net sales for three months ended June 30, 2026 are not directly comparable to the corresponding 2025 periods.

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 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%.

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 June 30, 2026, gross profit was 0.9 million, with a gross margin of 27%. For the nine months ended June 30, 2026, gross profit was $3.2 million, with a gross margin of 34%.

Previous 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.

Current wording

Interest expense for the three and nine months ended June 30, 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 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.

Current wording

For the three months ended June 30, 2026, the Company recorded no material income tax expense or benefit, resulting in a near-zero effective tax rate. For the nine months ended June 30, 2026, the Company recorded an income tax benefit of less than $0.01 million, which similarly did not result in a meaningful effect tax rate. The Company recorded no material income tax expense or benefit for the comparative three and nine months ended June 30, 2025. The absence of a significant tax expense or benefit in either period is primarily due to the continued maintenance of a full valuation allowance that fully offsets deferred tax assets arising from current-year losses.

Previous wording

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.

Current wording

We present Adjusted EBITDA as 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.

Previous 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.

Current wording

Historically, we have financed our operations primarily through debt and equity financing. On June 30, 2026 and September 30, 2025, we had cash and cash equivalents of $36.7 million and $1.3 million, respectively, and short-term investments of $7.5 million and zero, respectively.

Previous 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.

Current wording

Cash used in operating activities was $10.5 million during the nine months ended June 30, 2026 compared to cash used in operating activities of $1.8 million during the nine months ended June 30, 2025. The increase in cash used in operating activities was primarily driven by a $19.1 million net loss and $1.2 million change in fair value of derivative liabilities, offset by a $4.8 million change in fair value of digital assets and $2.6 million loss on settlement of debt.

Previous 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.

Current wording

Cash used in investing activities was $24.2 million during the nine months ended June 30, 2026 compared to cash used in investing activities of $3.4 million during the nine months ended June 30, 2025. Cash used in investing activities was primarily related to the purchase of digital assets of $16.5 million and purchase of equity securities of 5.2 million, partially offset by proceeds from sale of digital assets of $9.6 million. The Company also purchased $158.6 million of marketable securities and option positions as part of its active capital allocation and treasury management activities, offset by a $159.2 million of proceeds from sales of marketable securities and option positions. Additionally, the Company invested approximately net $7.5 million in short-term U.S. Treasury securities as part of its broader treasury management strategy and purchased a net $4.9 million of convertible note receivables, as described in Note 7 – Notes receivable.

Previous 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.

Current wording

Cash provided by financing activities was $70.1 million during the nine months ended June 30, 2026 compared to cash used in financing activities of $0.4 million during the nine months ended June 30, 2025. The cash provided by financing activities for the nine months ended June 30, 2026 was mainly related to proceeds from the issuance of common stock of $80.3 million and the issuance of convertible preferred stock of $13.4 million, primarily offset by the redemption of Series A convertible preferred stock of $21.8 million.

Previous wording

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

Current wording

As of June 30, 2026, 3,547,706 shares have been sold under the ELOC.