SRx Health Solutions Inc美股招股说明书(2025-12-31版)

Filed pursuant to Rule 424(b)(3)Under the Securities Act of 1933 in connection with SRx HEALTH SOLUTIONS, INC.Up to 187,544,974 Shares of Common Stock This prospectus supplement updates and supplements the information contained in the prospectus dated December 31, 2025 (as maybe supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (FileNo. 333-291395), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities 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 Health You should read the prospectus. this prospectus supplement and any additional prospectus supplement or amendment carefully beforeyou invest in our securities. Our Common Stock is listed on the NYSE American under the symbol “SRXH”. On December 26, 2025, the closing price of ourCommon Stock was $0.2810 per share. We are a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public companyreporting requirements for so long as we remain a smaller reporting company. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in “Risk Factors”beginning on page 8 of this prospectus and any other risk factors Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is December 31, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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) Item 5.07 Submission of Matters to a Vote of Security Holders. On December 17, 2025, stockholders of SRx Health Solutions, Inc. (the “Company”) having not less than the minimum number ofvotes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon, pursuant toSection 216 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 7 of the Company’s Amended and ● The change of the legal name of the Company from “SRx Health Solutions, Inc.” to “EMJX, Inc.” and of the NYSE tickersymbol from “SRXH” to “EMJX”, in each case conditioned upon the closing of the Transaction (defined below); ● The issuance of a number of shares of Common Stock, which may equal 20% or more of the Company’s issued andoutstanding common stock and may be issued at lower than market value, in connection with a proposed transaction (the“Transaction”) with EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), CCCCrypto Corp., a Delaware corporation (“DelawareCo”), and certain other transferors, pursuant to which the Company will acquireEMJC, DelawareCo, and 100% of the intellectual property rights associated with the IP Asset (defined below), in accordance with therequirements of the NYSE American, and in connection with the Transaction, the appointment of Eric M. Jackson, PhD as theCompany’s Chief Executive Officer and the Chairman of Board, pursuant to an Employment Agreement consistent with certain ag