SRx Health Solutions Inc 美股招股说明书（2026年2月13日版）

Up to 2,506,893,959 Shares of Common StockOffered by the Selling Stockholder This prospectus supplement updates and supplements the information contained in the prospectus dated December 15, 2025 (as maybe supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (FileNo. 333-291262), as amended, with the information contained in our Current Report on Form 8-K which was filed with the Securities The Prospectus and this prospectus supplement relate to the resale, from time to time, which may be offered by Keystone CapitalPartners, LLC (“Keystone”, “Keystone Capital Partners” or the “Selling Stockholder”), or their pledgees, donees, transferees, or othersuccessors in interest, of up to 2,506,893,959 shares of common stock, par value $0.0001 per share (the “Common Stock”), of SRxHealth Solutions, Inc., a Delaware corporation (“we,” “our,” the “Company”). The shares of Common Stock being offered by theSelling Stockholder are outstanding or issuable pursuant to the Common Share Purchase Agreement dated July 7, 2025 by and amongthe Company and the Selling Stockholder, as amended on October 28, 2025 (the “ELOC Purchase Agreement”). See “The KeystoneCapital Transaction” for a description of the Purchase Agreement. We may elect, in our sole discretion, to issue and sell such2,506,893,959 shares of Common Stock (the “Keystone Purchase Shares”) to Keystone, from time to time from and after the Keystone You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by referenceto the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in theProspectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the NYSE American under the symbol “SRXH”. On February 12, 2026, the closing price of ourCommon Stock was $0.1540 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 February 13, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K 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 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 7.01. Regulation FD Disclosure. On February 9, 2026, SRx Health Solutions, Inc., a Delaware corporation (the “Company”), gave notice to all of the holders of itsSeries A Convertible Preferred Stock (the “Preferred Stock”) of the Company’s intenttoredeem all of the issued and outstandingshares of Preferred Stock pursuant to Section 9 of the Preferred Stock Certificate of Designations filed by the Company with theSecretary of State of the State of Delaware on October 27, 2025. On February 11, 2026, the Company redeemed 17,418 shares of A press release announcing the Company’s redemption of the Preferred Stock was published on February 11, 2026 and is attached tothis report as Exhibit99.1. Item 9.01. Financial Statements and Exhibits. (d)Exhibits. 99.1Press Release, dated February 11, 2026.104Cover 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 itsbehalf by the undersigned hereunto duly authorized. SRx Health Solutions, Inc. By:/s/ Carolina MartinezName:Carolina MartinezTitle: Chief Financial Officer February 11, 2026 SRx Health Solutions Redeems Series A Preferred Stock and Cancels Approximately 125,000,000 Shares of Common Stock,Improving Balance Sheet Flexibility for Investment in M&A or Return of Capital to Shareholders NORTH PALM BEACH, FL — February 11, 2026— SRx Health Solutions, Inc. (NYSE American: SRXH) (the “Company”)today announced that it has redeemed 17,500 s