Form 8-K

8-K — SRX Global Inc.

Accession: 0001493152-26-034081

Filed: 2026-07-21

Period: 2026-07-17

CIK: 0001471727

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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): July 17, 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 March 16, 2026, SRX Global Inc., a Delaware corporation (the “Company”), entered into a Securities

Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein. Pursuant to the

Securities Purchase Agreement, up to 10,000 shares of the Company’s Series B convertible preferred stock, par value $0.001 per

share (the “Series B Preferred Stock”) and accompanying warrants (“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 $8.0

million in one or more closings (each a “Closing”).

July 17, 2026, the Company and the Required Holders, as defined in the Securities Purchase Agreement, entered into a Limited Waiver and

Consent Agreement (the “Waiver”), pursuant to which the Required Holders consented to, and waived certain rights in connection

with, the Company’s (i) declaring and paying, on August 3, 2026, a one-time cash dividend of $0.05 per share on Common Stock outstanding

to stockholders of record at the close of business on July 22, 2026; and (ii) entering into 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 Waiver does not purport to be complete and is qualified in its entirety by the

full text of the form of Waiver, which is filed as an exhibit thereto.

Item

9.01. Exhibits.

(d)

Exhibits.

Exhibits

Description

10.1

Form of Waiver.

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

July

21, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

LIMITED

WAIVER AND CONSENT AGREEMENT

This

Limited Waiver and Consent Agreement (the “Agreement”), dated as of July __, 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 March 16, 2026 (as amended, the “Securities

Purchase Agreement”), by and among the Company and the investors signatory thereto (the “Buyers”), pursuant

to which, among other things, the Buyers may purchase up to 10,000 shares of the Company’s Series B convertible preferred stock,

par value $0.001 per share (the “Series B Preferred Stock”) and accompanying warrants (“Warrants”)

to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate

purchase price of up to $8.0 million in one or more closings; and (ii) the Certificate of Designations, filed by the Company with the

Secretary of State of the State of Delaware on March 16, 2026, which designated the Series B 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 and 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; and (ii) Section 16 of the COD, the

Company shall not take certain actions, including paying dividends or making any other distribution on any shares of any Junior Stock,

or repurchasing or redeeming any shares of Junior Stock, without the written consent of the Required Holders.

The Company desires to (i) declare and pay, on August 3, 2026, a one-time cash dividend of $0.05 per share on Common Stock outstanding

to stockholders of record at the close of business on July 22, 2026 (the “Dividend”); and (ii) enter into 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 (i) Section 9(e) of the Securities Purchase Agreement, the Company and the Required Holders may waive certain terms of the

Securities Purchase Agreement, which waiver shall be binding on all Buyers and holders of Securities; and (ii) Section 31(b) of the COD,

certain terms of the COD may be waived with the Required Holder’s written consent.

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 Waiver and Consent. Effective as of the

Effective Time (as defined below), the Holder, in its capacity as the Required Holder, hereby (i) waives, in part, Section 4(r) of the

Securities Purchase Agreement and Section 13(d) of the COD, in each case, solely with respect the Dividend and the Repurchase Plan (the

“Limited Waiver”) and (ii) pursuant to Section 16 of the COD, consents to the Dividend and the Repurchase Plan (the

“Limited Consent”). For the avoidance of doubt, the Holder, in its capacity as Required Holder, hereby acknowledges

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

that would otherwise restrict or prohibit the Dividend and/or the Repurchase Plan shall be deemed waived and (ii) the consummation of

the Dividend and/or the Repurchase Plan shall not constitute a breach or event of default under any of the Transaction Documents.

Limitation of Waivers and Consent.

The Limited Waiver and Limited Consent set forth herein constitutes a one-time waiver consent and is limited to the matters expressly

waiver and/or consented to herein and should not be construed as an indication that the Holder or the Required Holders would be willing

to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or

any modifications to, consents of, or waiver of any default that may exist or occur thereunder.

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 Investor of this Agreement.

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:

[Signature

Page to Limited Waiver and Consent Agreement]

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