SRx Health Solutions Inc美股招股说明书(2025-12-30版)

PROSPECTUS SRx HEALTH SOLUTIONS, INC.Up to 187,544,974 Shares of Common StockOffered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (collectively, the “SellingStockholders”) or their permitted transferees (after the expiration of any applicable lock-up period, assuming the satisfaction of anyapplicable vesting conditions and subject to the beneficial ownership and stock exchange limitations described herein), of up to187,552,665 shares of our common stock, par value $0.0001 per share (“Common Stock”) which consists of (a) 2,900,551 shares ofour common stock issuable upon the exercise of warrants to purchase Common Stock (“July Warrants”), purchased by certaininvestors pursuant to the Securities Purchase Agreement, dated July 7, 2025, (the “July PIPE SPA”) (the “July PIPE Financing”); (b)171,373,512 shares of our common stock which represents 200% of the 31,158,945 shares of our common stock issuable upon theconversion of shares of our Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”) and 54,527,811shares of our common stock issuable upon exercise of warrants to purchase Common Stock (“October Warrants”), purchased bycertain investors pursuant to the Securities Purchase Agreement, dated October 27, 2025, (the “October PIPE SPA”) (the “OctoberPIPE Financing”); (c) 491,628 shares of our common stock issuable in exchange for shares of the capital stock of SRx HealthSolutions (Canada), Inc. (“SRx Canada”), a corporation organized under the laws of Ontario, Canada which are exchangeable forshares of our Common Stock on a one-for-one basis (the “Exchangeable Shares”); (d) 4,036,697 shares of our common stock, whichwere issued to certain other investors in private placement on April 24, 2025 (the “Private Placement”); (e) 3,792,586 shares of ourcommon stock, which were issued to certain service providers in consideration of service provided (the “Service Provider Shares”);and (f) 4,950,000 shares of our common stock, which were issued to Halo Spin-Out SPV Inc. (“Spin-Out SPV”) pursuant to a ShareExchange Agreement (the “Exchange Agreement”) by and between the Company and SPV dated August 21, 2025 (such transaction,the “Share Exchange”). For more information about the Common Stock offered for resale by the Selling Stockholders pursuant to thisprospectus, including the purchase prices paid by such Selling Stockholders for their securities, see “Information Related to OfferedSecurities” beginning on page 8 of this prospectus. The shares of our Common Stock being registered for resale represent a considerable percentage of our public float, and the sales ofsuch shares, or the perception that these sales could occur, could cause the market price of the Common Stock to decline significantly.In addition, we will not receive any proceeds from the resale of Common Stock by the Selling Stockholders pursuant to thisprospectus. We expect to require substantial additional capital to support our operations and execute our business plan. We will berequired to raise capital in part through the issuance of our equity or equity-based securities, the issuance of which may have anadverse effect on the price of our Common Stock. However, we may be unable to raise capital or additional financing when needed onacceptable terms, or at all. See the sections entitled “Information Related to Offered Securities” and “Risk Factors-Risks Related toOwnership of Our Securities.” We will pay the expenses, other than any underwriting discounts and commissions, associated with the resale of securities pursuant tothis prospectus. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sales of the shares ofCommon Stock. We are registering certain of the Selling Stockholders’ securities for resale pursuant to the Selling Stockholders’registration rights under the Registration Rights Agreement, dated October 31, 2025, by and among us and certain investors (the“October PIPE RRA”) and pursuant to the Arrangement Agreement (defined below). Our registration of the securities covered by thisprospectus does not mean that the Selling Stockholders will offer or sell, as applicable, any of the securities. The Selling Stockholdersmay offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide moreinformation about how the Selling Stockholders may sell the shares in the section entitled “Plan of Distribution.” This prospectus provides you with a general description of such securities and the general manner in which the Selling Stockholdersmay offer or sell the securities. More specific terms of any securities that the Selling Stockholders may offer or sell may be provided ina prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and theterms of the offering. The pro