Form 8-K

8-K — SRX Global Inc.

Accession: 0001493152-26-039162

Filed: 2026-08-19

Period: 2026-08-13

CIK: 0001471727

SIC: 2080 (BEVERAGES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-08-13

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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): August 13, 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 2.02

Results of Operations and Financial Condition

August 13, 2026, SRX Global Inc., a Delaware corporation (the “Company”), announced its financial results for the fiscal

third quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1

Cautionary

Note Regarding Forward-Looking Statements.

This

Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995. Management’s projections and expectations are subject to a number of risks and uncertainties

that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified

by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,”

“should” or similar words intended to identify information that is not historical in nature. Forward-looking statements contained

herein include, among others, statements concerning management’s expectations about future events and the Company’s operating

plans and performance, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation,

sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s

management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties

that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak

only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect

actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic

or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to

reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business,

please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for

the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Item

9.01 Financial

Statements and Exhibits

(d)

Exhibits.

Exhibits

Description

99.1

Press Release dated August 13, 2026

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

August 19, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

SRX

GLOBAL INC. ANNOUNCES FISCAL THIRD QUARTER 2026 FINANCIAL RESULTS

Net

Asset Value (“NAV”) of $62.9 million, or $3.22 per Common Share, Exceeding Preliminary Estimate of $3.07 per Share1

Ended

the Quarter with $36.7 million of Cash, Cash Equivalents and Restricted Cash, $65.2 million in Current Assets, and $2.4 million in Total

Liabilities, With No Debt Outstanding

Adjusted

EBITDA Loss Improved 35% year over year to $1.6 million4

Strengthened

Halo Operations, Exiting the Quarter with 98% Fill Rates and Record Prime Day Performance

NORTH

PALM BEACH, FL – August 13, 2026 – SRX Global Inc. (NYSE American: SRXH) (the “Company” or “SRX”),

an AI-enabled platform dedicated to generating long-term shareholder value through investments in high-conviction operating companies

and strategic assets, today announced its financial results for the fiscal third quarter ended June 30, 2026.

THIRD

QUARTER 2026 AND SUBSEQUENT HIGHLIGHTS3

● Net

sales increased 27% year over year to $3.4 million

● Operating

loss improved 63% year over year to $3.2 million

● Net

loss from continuing operations improved 40% year over year and 35% quarter over quarter

to $4.1 million

● Adjusted

EBITDA loss improved 35% year over year to $1.6 million4

● Ended

the quarter with $36.7 million of cash, cash equivalents and restricted cash, $65.2 million

in current assets and $2.4 million of total liabilities, with no debt outstanding.

● Approved

a 10 million share repurchase program; program capacity fully available following Black Out

period related to 10-Q filing.

● Declared

a one-time cash dividend of $0.05 per share (~$1.3 million aggregate) to shareholders of

record on July 22, 2026; the Company has fully funded the dividend distribution with its

paying agent, which is completing distributions to eligible shareholders.

● EMJX:

Completed the acquisition of EMJX, an AI-enabled digital-asset treasury platform led by Eric

M. Jackson, expanding the Company’s investment and capital allocation capabilities.

● Halo:

Improved fill rates to an average of 93% for the quarter and 98% in June. Halo delivered

record Prime Day performance, including 13% year-over-year growth in New-to-Brand customers

and search cost-per-click of $2.51, approximately 8% below the pet category benchmark.5

“The

third quarter was transformational for SRX Global,” commented Kent Cunningham, Chief Executive Officer. “We completed the

acquisition of EMJX, strengthened Halo’s underlying operations and ended the quarter with a highly liquid balance sheet and approximately

$62.9 million in NAV. Together, these accomplishments reflect our focus on both sides of the SRX strategy: deploying capital across high-conviction

opportunities and strategic assets while improving the performance of the operating businesses we own.”

EMJX

AND INVESTMENT PERFORMANCE

The

Company completed its acquisition of EMJX on June 16, 2026 and has begun integrating EMJX’s AI-driven insights into its investment

decision-making framework. EMJX utilizes quantitative models, artificial intelligence and systematic risk controls to evaluate investment

opportunities and manage risk across market cycles. Based on hypothetical, system-generated model performance from the model’s

February 11, 2026 inception through June 30, 2026, the EMJX strategy model experienced a maximum drawdown of approximately 10.6%, compared

with approximately 28% to 58% across its four primary benchmark comparators over the same period.²

During

the 14-day period from June 16 through June 30, during which Bitcoin declined approximately 10.8%, the EMJX strategy model generated

hypothetical performance of 4.3%, representing approximately 15.1 percentage points of outperformance relative to Bitcoin, and outperformed

each of its four primary benchmark comparators.² Given the limited 14-day post-acquisition measurement period, the Company intends

to focus on the strategy’s risk profile and downside management as it evaluates performance over a longer period.

SRX

believes its current capital allocation priorities provide multiple avenues for long-term value creation:

● Halo:

Capital allocated to support revenue growth, margin expansion and continued optimization

of the business.

● EMJX:

Capital allocated to the phased deployment of the Company’s internal Gen 2 digital-asset

treasury strategy, alongside continued commercialization of the EMJX platform.

● High-Conviction

Investments: Capital deployed selectively into minority investments across areas including

technology and fintech, biotechnology, consumer businesses, and critical infrastructure and

materials, based on expected risk-adjusted returns.

● Risk

Management: The Company utilizes systematic hedging strategies as part of its broader

investment and treasury framework to manage downside risk across applicable portfolio exposures.

Separately,

during the fiscal third quarter, the Company recognized a $1.4 million loss from changes in the fair value of digital assets, partially

offset by $0.6 million in aggregate gains from changes in the fair value of equity securities and derivative liabilities. These amounts

reflect the Company’s GAAP accounting for its investment holdings and are separate from the EMJX hypothetical, system-generated

model performance described above.

The

Company is taking a disciplined, phased approach to deploying capital informed by the EMJX strategy and expects to provide additional

performance information as a meaningful history of actual capital deployment develops.

BALANCE

SHEET AND NET ASSET VALUE

of June 30, 2026, the Company reported $65.2 million in current assets and $2.4 million in total liabilities, with no debt outstanding.

Based on the Company’s previously disclosed NAV methodology, net asset value was approximately $62.9 million or $3.22 per common

share, exceeding the preliminary estimates of $60.0 million NAV and $3.07 NAV per share announced on July 8, 2026. Current assets included

$36.7 million in aggregate cash, cash equivalents, and restricted cash; $7.5 million in highly liquid short-term investments; $5.5 million

in equity securities; $4.9 million in notes receivable; $2.1 million in digital assets; $6.2 million in aggregate accounts receivable

and inventories; and $2.3 million in prepaid expenses and other current assets. The Company believes its liquidity and balance sheet

provide significant flexibility to execute its capital allocation strategy.

1Net

Asset Value (“NAV”) is calculated directly from the amounts reported in the Company’s unaudited condensed consolidated

balance sheets as of June 30, 2026 as total current assets of $65.2 million less total liabilities of $2.4 million, resulting in NAV

of approximately $62.9 million. NAV per common share is calculated by dividing NAV by 19,517,637 common shares outstanding after giving

effect to the Company’s one-for-sixty reverse stock split effective July 6, 2026. NAV and NAV per common share are presented as

supplemental financial measures used by management to provide investors with additional information regarding the Company’s current

assets relative to its liabilities and should not be considered substitutes for measures presented in accordance with U.S. GAAP.

2EMJX

strategy model performance metrics presented herein are hypothetical, system-generated model results and do not represent actual trading

results or returns earned on capital invested by the Company. Maximum drawdown represents the largest peak-to-trough percentage decline

generated by the EMJX strategy model during the applicable measurement period. The approximately 10.6% maximum drawdown is measured from

the strategy’s February 11, 2026 inception through June 30, 2026. Comparative maximum drawdowns were measured over the same period

using IBIT, ETHA, MSTR and BMNR as the strategy’s four primary benchmark comparators and ranged from approximately 28% to 58%.

The 4.3% model performance represents the 14-day post-acquisition period from June 16 through June 30, 2026. Performance prior to the

Company’s acquisition of EMJX on June 16, 2026 represents historical system-generated model performance prior to its acquisition

by the Company. System-generated model performance is hypothetical, does not represent actual trading results or returns on Company capital,

and may not be indicative of future results. Benchmark comparisons are provided for informational purposes and do not represent directly

comparable investment products or strategies.

Prior-year comparisons reflect results of continuing operations from April 24, 2025 through June 30, 2025 following the completion

of the Company’s reverse merger and therefore represent a shorter comparative operating period.

4Adjusted

EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net loss from continuing operations, the most directly

comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

5Halo

Prime Day performance metrics are based on data and analysis provided by the Company’s third-party agency partners. New-to-Brand

(“NTB”) measures customers purchasing Halo products who had not purchased from the brand during the applicable prior measurement

period and is used by management as an indicator of customer acquisition and brand reach. Cost-per-click (“CPC”) represents

the average advertising cost incurred for each click generated through paid search and is used by management as an indicator of digital

advertising efficiency. The pet category CPC benchmark represents comparative category data provided by the Company’s agency partners

for the applicable Prime Day measurement period. Management monitors NTB and CPC, among other measures, to evaluate Halo’s ability

to acquire new customers and generate demand efficiently.

SRX

Global Inc. (formerly SRx Health Solutions, Inc.)

Unaudited

Condensed Consolidated Statements of Operations

(Dollars

in thousands, except share and per share amounts)

Three

Months Ended

June

30,

Nine

Months Ended

June

30,

2026

2025

2026

2025

Net sales

$ 3,392

$ 2,673

$ 9,638

$ 2,673

Cost of goods sold

2,488

2,642

6,405

2,642

Gross profit

904

3,233

Operating expenses:

Selling,

general and administrative

4,105

8,637

12,042

8,637

Loss from continuing operations

(3,201 )

(8,606 )

(8,809 )

(8,606 )

Other expense (income):

Interest expense, net

569

(30 )

3,637

(30 )

Loss/(Gain) on extinguishment

of debt

(469 )

—

2,588

—

Change in fair value of

digital assets

1,410

—

4,768

—

Change in fair value of

equity securities

(12 )

—

481

—

Change in fair value of

derivative liabilities

(578 )

—

(1,170 )

—

Bargain purchase gain

—

(1,693 )

—

(1,693 )

Other

income, net

(32 )

Total other expense, net

939

(1,755 )

10,320

(1,755 )

Net loss before income taxes

(4,140 )

(6,851 )

(19,129 )

(6,851 )

Income

tax expense

—

Net loss from continuing

operations

(4,140 )

(6,851 )

(19,135 )

(6,851 )

Loss

from discontinued operations

—

(8,282 )

—

(22,894 )

Net

loss

$ (4,140 )

$ (15,133 )

$ (19,135 )

$ (29,745 )

Weighted average number of shares outstanding,

basic

11,420,008

340,019

5,629,712

322,245

Weighted average number of shares outstanding,

diluted

11,420,008

340,019

5,629,712

322,245

Loss per share, basic

$ (0.36 )

$ (44.51 )

$ (3.40 )

$ (92.31 )

Loss per share, diluted

$ (0.36 )

$ (44.51 )

$ (3.40 )

$ (92.31 )

SRX

Global Inc. (formerly SRx Health Solutions, Inc.)

Unaudited

Condensed Consolidated Balance Sheets

(Dollars

in thousands, except share amounts)

June

30, 2026

September

30, 2025

Assets

Current Assets

Cash and cash equivalents

$ 35,186

$ 1,309

Restricted cash

1,500

—

Short-term investments

7,502

—

Accounts receivable, net

3,629

3,945

Inventories, net

2,611

2,078

Notes receivable

4,940

—

Digital assets

2,120

—

Investment in equity securities

5,500

—

Prepaid expenses and other

current assets

2,254

794

Total Current Assets

65,242

8,126

Fixed assets, net

Intangible assets, net

79,981

—

Right-of-use assets, operating leases

—

Other assets

125

168

Total Assets

$ 145,357

$ 8,402

Liabilities & Stockholders’

Equity

Current Liabilities

Accounts payable

$ 1,277

$ 2,147

Accrued liabilities

1,091

1,375

Operating lease liability,

short-term

—

Total Current Liabilities

2,368

3,543

Convertible debt, long-term

—

4,452

Total Liabilities

2,368

7,995

Stockholders’ Equity

Common Stock, $0.001 par value, 5,000,000,000

shares authorized, 19,517,637 & 416,542 shares issued and outstanding as of June 30, 2026, and September 30, 2025, respectively

1,174

Preferred Stock, $0.001 par value, 4,000,000

shares authorized, 5,660 & zero shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively

—

Additional paid-in capital, common stock

180,717

23,304

Additional paid-in capital, preferred stock

3,161

—

Accumulated deficit

(42,063 )

(22,928 )

Total Stockholders’

Equity

142,989

407

Total Liabilities and

Stockholders’ Equity

$ 145,357

$ 8,402

SRX

Global Inc.

Non-GAAP

Measures

Adjusted

EBITDA

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.

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.

Adjusted

EBITDA does not represent cash flows from operations as defined by GAAP. Adjusted EBITDA has limitations as a financial measure and you

should not consider it in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Because

of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow

metrics, net loss, gross margin, and our other GAAP results.

The

following table presents a reconciliation of net loss, the closest GAAP financial measure, to EBITDA and Adjusted EBITDA for each of

the years indicated (in thousands):

Three

Months Ended

June 30,

Nine

Months Ended

June 30,

2026

2025*

2026

2025*

Net loss

$ (4,140 )

$ (6,851 )

$ (19,135 )

$ (6,851 )

Interest expense, net

569

(30 )

3,637

(30 )

Depreciation and amortization

(46 )

Income tax expense

—

EBITDA

(3,556 )

(6,865 )

(15,538 )

(6,865 )

Non-cash share-based compensation (a)

—

2,032

961

2,032

Loss/(Gain) on extinguishment of debt

(469 )

—

2,588

—

Change in fair value of digital assets

1,410

—

4,768

—

Change in fair value of equity securities

(12 )

—

481

—

Change in fair value of derivative liabilities

(578 )

—

(1,170 )

—

Bargain purchase gain

—

(1,693 )

—

(1,693 )

Transaction related (b)

1,451

4,017

4,218

4,017

Non-recurring and other

expenses (c)

184

463

Adjusted EBITDA

$ (1,570 )

$ (2,424 )

$ (3,229 )

$ (2,424 )

(a)

Non-cash expenses related to equity compensation awards for certain directors, officers and employees for services in their capacity

as such.

(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.

(c)

Other single-occurrence expenses, which consist of strategic rebranding, systems implementation and technology transformation, initiatives

and other non-recurring costs.

*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.

Forward

Looking Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such

as “believe,” “expect,” “intend,” “aim,” “plan,” “may,” “could,”

“target,” and similar expressions are intended to identify forward-looking statements. These statements are based on current

expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those

expressed or implied. These risks include, but are not limited to, the ability to complete proposed transactions, shareholder approvals,

market conditions, regulatory considerations, and other risks described in the Company’s filings with the Securities and Exchange

Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them, except

as required by law.

Company

Contact:

SRX

Global Inc.

Kent

Cunningham, Chief Executive Officer

Investor

Contact:

KCSA

Strategic Communications

Valter

Pinto, Managing Director

212-896-1254

srx@kcsa.com

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- Definition

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

+ References

No definition available.

+ Details

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dei_EntityIncorporationStateCountryCode

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Data Type:

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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:

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Namespace Prefix:

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- 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:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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- 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

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Name:

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Namespace Prefix:

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Balance Type:

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- 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:

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Namespace Prefix:

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- 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

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Name:

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Data Type:

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Balance Type:

Period Type:

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- 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:

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Data Type:

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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:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- 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

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