Form 8-K

8-K — SRX Global Inc.

Accession: 0001493152-26-041945

Filed: 2026-09-09

Period: 2026-09-08

CIK: 0001471727

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001471727

2026-09-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 8, 2026

SRX

Global Inc.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-40477

83-4284557

(State

or other Jurisdiction

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 ☐

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

1.01. Entry into a Material Definitive Agreement.

previously disclosed, on August 27, 2026, SRX Global Inc., a Delaware corporation (the “Company”), entered into a Securities

Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors (“Buyers”) named therein,

pursuant to which, among other things, the Buyers purchased 3,579 shares of the Company’s Series C convertible preferred stock,

par value $0.001 per share (the “Series C Preferred Stock”), which are convertible into shares of the Company’s common

stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of $2.825 million.

September 8, 2026, the Company and the Required Holders entered into a Limited Consent and Amendment Agreement (the “Consent

Agreement”), pursuant to which the Required Holders (as defined in the Securities Purchase Agreement, as amended by the

Consent Agreement) consented to, and waived certain rights in connection with, the Company’s maintaining a stock repurchase

plan under which the Company may repurchase up to the lesser of (x) 10,000,000 shares of Common Stock, or (y) 50% of the issued and outstanding

Common Stock at any given time, for an aggregate purchase price not to exceed $20,000,000, during the period ending July 7, 2027.

The

foregoing description of the terms and conditions of the Consent Agreement does not purport to be complete and is qualified in

its entirety by the full text of the form of Consent Agreement, which is filed as an exhibit thereto.

Item

9.01. Exhibits.

(d) Exhibits.

Exhibits

Description

10.1

Limited Consent and Amendment Agreement.

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

Global Inc.

By:

/s/

Carolina Martinez

Name:

Carolina

Martinez

Title:

Chief

Financial Officer

September

9, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION

COPY

LIMITED

CONSENT AND AMENDMENT AGREEMENT

This

Limited Consent and Amendment Agreement (the “Agreement”), dated as of September 8, 2026, is by and

between SRX Global Inc., a Delaware corporation (the “Company”), and the holder identified on the signature page hereto

(the “Holder”).

E C I T A L S

Reference is made to (i) that certain Securities Purchase Agreement, dated as of August 27, 2026 (as amended, the “Securities

Purchase Agreement”), by and among the Company and the Holder (in such capacity, the “Buyer”), pursuant

to which, among other things, the Buyers purchased 3,579 shares of the Company’s Series C convertible preferred stock, par value

$0.001 per share (the “Series C Preferred Stock”), which are convertible into shares of the Company’s common

stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of $2.825 million; and (ii)

the Certificate of Designations, filed by the Company with the Secretary of State of the State of Delaware on August 27, 2026,

which designated the Series C Preferred Stock as a new series of the Company’s authorized and unissued preferred stock (the “COD”)

(capitalized terms used and not otherwise defined herein shall have the meaning given in the Securities Purchase Agreement or the COD,

as applicable).

Pursuant to (i) Section 4(r) of the Securities Purchase Agreement , the Company shall not, directly or indirectly, redeem,

or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the

Buyer, (ii) Section 13(d) of the COD, the Company shall not, directly or indirectly, redeem, repurchase or declare or pay

any cash dividend or distribution on any of its capital stock, without the written consent of the Required Holders (as defined in

the COD) and (iii) Section 16(d) of the COD, the Company shall not purchase, repurchase or redeem any shares of Junior Stock (as defined

in the COD) without the prior written consent of the Required Holders.

The Company desires to maintain a stock repurchase plan under which the Company may repurchase up to the lesser of 10,000,000 shares

of Common Stock or 50% of the issued and outstanding Common Stock at any given time, for an aggregate purchase price not to exceed $20,000,000,

during the period ending July 7, 2027 (the “Repurchase Plan”).

Pursuant to Section 9(e) of the Securities Purchase Agreement, the Company and the Buyers may amend or waive certain terms

of the Securities Purchase Agreement.

NOW,

THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Holder agree

as follows:

G R E E M E N T

Limited Consents. Effective as

of the Effective Time (as defined below), the Holder (i) in its capacity as the Buyer, hereby consents to the Repurchase Plan pursuant

to Section 4(r) of the Securities Purchase Agreement (the “SPA Limited Consent”) and (ii) in its capacity as the Required

Holder, hereby consents to the Repurchase Plan pursuant to Sections 13(d) and 16(d) of the COD (the “COD Limited

Consents” and together with the SPA Limited Consent, the “Limited Consents”), in each case, solely with respect

the Repurchase Plan and not with respect to any other purchase, repurchase or redemption of securities of the Company.

For the avoidance of doubt, the Holder, in its capacity as the Buyer and its capacity as the Required Holder, hereby acknowledges

and agrees that, after giving effect to the Limited Consents, (i) any term or condition of any Transaction Document that would

otherwise restrict or prohibit the Repurchase Plan shall be deemed waived and (ii) the consummation of the Repurchase Plan shall not

constitute a breach or event of default under any of the Transaction Documents.

Amendment.

Effective as of the Effective Time, the Holder, in its capacity as the Buyer, and the Company agree to amend the Securities Purchase

Agreement as follows:

2.1

Section 9(e) of the Securities Purchase Agreement

is hereby amended to add the following sentence after the last sentence thereof:

“Required

Holders” means (x) [●] so long as [●] holds any Securities or has the right to acquire any Securities hereunder

(or any Common Stock Equivalents issued in exchange for any of the foregoing), or (y) thereafter, holders of a majority of the Registrable

Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as of such time) issued

or issuable hereunder or pursuant to the Certificate of Designations.

2.2

The defined term “Transaction Document”

in the Securities Purchase Agreement is hereby amended to include this Agreement.

No Implied Waiver or Consent.

Except for the Limited Consents and the amendments set forth in Section 2, nothing herein shall be deemed to be a consent to, amendment

of or waiver of any covenant or agreement contained in the Transaction Documents, and all provisions contained in the such agreements

shall remain in full force and effect and are hereby ratified and confirmed in all respects, except that on and after the Effective Time

all references in the Securities Purchase Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder”

or words of like import referring to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended by this

Agreement.

Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents is, and shall continue to be,

in full force and effect and is hereby ratified and confirmed in all respects.

Effective Time. This Agreement shall be deemed to be effective (the “Effective Time”) upon the due execution

and delivery by the Company and the Holder of this Agreement.

Fees and Expenses. The Company shall reimburse [•] (counsel to the Holder) in an aggregate non-accountable amount of $5,000

for costs and expenses incurred by it in connection with drafting and negotiation of this Agreement. Each party to this Agreement shall

bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby,

except as provided in the previous sentence and except that the Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, transfer agent fees, Depository Trust Company fees relating to or arising out of the transactions contemplated

hereby.

Disclosure. On or before 9:00 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, the

Company shall file a Current Report on Form 8-K describing any material non-public information the Company may have provided to the undersigned

in relation to this Agreement or otherwise in the form required by the 1934 Act and attaching this Agreement as exhibits to such filing

(the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the undersigned shall not be in possession

of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, affiliates or agents. In addition, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents on the one hand, and the undersigned or any of its affiliates on the other hand, has terminated as of

the date hereof and is of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each

of their respective officers, directors, affiliates, employees and agents, not to, provide any undersigned with any material, non-public

information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent

of the undersigned. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates

employees or agents delivers any material, non-public information to any undersigned without the undersigned’s consent, the Company

hereby covenants and agrees that the undersigned shall not have any duty of confidentiality to the Company, any of its Subsidiaries or

any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries

or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public

information. The Company understands and confirms that the undersigned will rely on the foregoing representations in effecting transactions

in securities of the Company.

Miscellaneous. Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

[The

remainder of the page is intentionally left blank.]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

THE

COMPANY

SRX

GLOBAL INC.

By:

Name: Carolina

Martinez

Title: Chief

Financial Officer

REQUIRED

HOLDER

[●]

By:

Name: [●]

Title: Authorized

Person

[Signature

Page to Limited Waiver and Consent Agreement]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.1

Cover

Sep. 08, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 08, 2026

Entity File Number

001-40477

Entity Registrant Name

SRX

Global Inc.

Entity Central Index Key

0001471727

Entity Tax Identification Number

83-4284557

Entity Incorporation, State or Country Code

Entity Address, Address Line One

801

US Highway 1

Entity Address, City or Town

North

Palm Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33408

City Area Code

(212)

Local Phone Number

896-1254

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 par value share

Trading Symbol

SRXH

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration