SRx Health Solutions Inc美股招股说明书(2026-05-07版)

SRx HEALTH SOLUTIONS, INC. INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENTWE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY*********TO THE STOCKHOLDERS OF SRx HEALTH SOLUTIONS, INC. To our Stockholders: On behalf of the Board of Directors (the “Board”) of SRx Health Solutions, Inc., a Delaware corporation (“we,” “us,” “our” or the“Company”), we are pleased to enclose this information statement/prospectus relating to the proposed issuance of a number of shares of theCompany’s common stock, par value $0.001 per share (“Common Stock”), as consideration for an acquisition of the stock or assets of anothercompany or companies which issuance of common stock could result in an increase in outstanding common shares of 20% or more. Suchissuance is in connection with a proposed transaction (the “Transaction”) with EMJ Crypto Technologies Inc., a corporation organized underthe laws of Ontario, Canada (“EMJC”), CCC Crypto Corp., a Delaware corporation (“DelawareCo”), and the other parties thereto, pursuant towhich the Company will acquire EMJC, DelawareCo, and 100% of the intellectual property rights associated with the IP Asset (definedbelow), in accordance with the requirements of the NYSE American. The Transaction will be consummated pursuant to a Share Exchange andAsset Transfer Agreement, dated December 16, 2025, and amended on March 11, 2026 (as amended, the “Transfer Agreement”), a copy of which isattached hereto asAnnex A. Upon the closing of the Transaction, Dr. Eric M. Jackson, PhD will be appointed as an officer of a wholly ownedsubsidiary of the Company which will operate the business related to the IP Assets, to serve in such positions pursuant to an EmploymentAgreement consistent with certain agreed upon terms. This information statement/prospectus covers up to 550,000,000 shares of the Company’s Common Stock that are to be issued or may beissuable in the Transaction, including (i) up to approximately 219,689,694 shares of the Company’s Common Stock issuable as consideration in theTransaction, (ii) up to approximately 165,000,000 shares the Company’s Common Stock issuable upon the exchange of the Exchangeable Shares tobe issued as consideration in the Transaction and (iii) up to approximately 165,310,306 shares the Company’s Common Stock issuable upon theexercise of the Pre-Funded Warrants to be issued as consideration in the Transaction. The “IP Asset” means all intellectual property rights, whether or not registerable, in any jurisdiction in the world, including withoutlimitation copyrights, patent rights, trademark rights, trade secrets, and software, in connection with certain technology developed by or on behalf ofEMJC, DelawareCo and the Transferors that uses artificial intelligence to predict outcomes from data sets (including an algorithm which is designedto outperform Bitcoin and Ethereum based on trading volatility), including all know-how, trade secrets, coding (source code and object code),designs, data, algorithms, formulae, specifications, processes, procedures, methods, techniques, ideas, software, tools, inventions, apparatus,creations, works of authorship (whether or not copyrighted) and other similar materials, and all reports, analyses, results and records relating to anyof the foregoing, in each case in any form or embodied in any media, and whether or not registrable. The IP Asset does not include any intellectualproperty associated with EventHorizonIQ, TonalityIQ, or related platforms, which are personally owned by Dr. Jackson and not transferred as part ofthe Transaction. On December 10, 2025, the Company’s board of directors (the “Board”) unanimously adopted resolutions approving, declaring advisableand recommending to the Company’s stockholders (the “SRXH Stockholders”) for their approval the following proposals (the “Proposals”): (1) theapproval of the Transaction (the “Transaction Proposal”); (2) an increase in the number of securities subject to the Better Choice Company, Inc. 2019Incentive Award Plan (the “Plan Proposal”); (3) the election of our directors; (4) the approval, on a non-binding, advisory basis, of the compensationof our named executive officers (the “Advisory Proposal”); and (5) the ratification of the appointment of Davidson and Company LLP as ourindependent registered public accountant for 2025 (the “Accountant Proposal”). On December 12, 2025, stockholders that, in the aggregate, are the record owners of 14,180,156 shares of our Common Stock representing,in the aggregate, 51.15% of our outstanding voting capital stock (together, the “Approving Stockholders”), executed and delivered to the Companywritten consents authorizing and approving each of the Proposals. The Approving Stockholders include members of our Board and other significantshareholders. Since the Proposals have been approved by written consent by the Approving Stockholders, no proxies are being solicited. The securities offered in this