SRx Health Solutions Inc美股招股说明书(2026-06-08版)

SRx HEALTH SOLUTIONS, INC.Up to 187,544,974 Shares of Common StockOffered by the Selling Stockholders This prospectus supplement updates and supplements the information contained in the prospectus dated December 31, 2025 (as may besupplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-291395), as amended, with the information contained in our Current Reports on Forms 8-K which were filed with the Securities and ExchangeCommission on March 18, 2026, April 17, 2026, and April 22, 2026 (the “Current Reports”). Accordingly, we have attached each of the CurrentReports to this prospectus supplement. 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 any applicablevesting conditions and subject to the beneficial ownership and stock exchange limitations described herein), of up to 187,552,665 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”) which consists of (a) 2,900,551 shares of our common stock issuable upon theexercise of warrants to purchase Common Stock (“July Warrants”), purchased by certain investors pursuant to the Securities PurchaseAgreement, dated July 7, 2025, (the “July PIPE SPA”) (the “July PIPE Financing”); (b) 171,373,512 shares of our common stock whichrepresents 200% of the 31,158,945 shares of our common stock issuable upon the conversion of shares of our Series A Convertible PreferredStock, par value $0.0001 (the “Series A Preferred Stock”) and 54,527,811 shares of our common stock issuable upon exercise of warrants topurchase Common Stock (“October Warrants”), purchased by certain investors pursuant to the Securities Purchase Agreement, dated October27, 2025, (the “October PIPE SPA”) (the “October PIPE Financing”); (c) 491,628 shares of our common stock issuable in exchange for sharesof the capital stock of SRx Health Solutions (Canada), Inc. (“SRx Canada”), a corporation organized under the laws of Ontario, Canada whichare exchangeable for shares of our Common Stock on a one-for-one basis (the “Exchangeable Shares”); (d) 4,036,697 shares of our commonstock, which were issued to certain other investors in private placement on April 24, 2025 (the “Private Placement”); (e) 3,792,586 shares ofour common 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 Share ExchangeAgreement (the “Exchange Agreement”) by and between the Company and SPV dated August 21, 2025 (such transaction, the “ShareExchange”). For more information about the Common Stock offered for resale by the Selling Stockholders pursuant to this prospectus,including the purchase prices paid by such Selling Stockholders for their securities, see “Information Related to Offered Securities” beginningon page 8 of this prospectus. You should read the prospectus. this prospectus supplement and any additional prospectus supplement or amendment carefully before youinvest in our securities. Our Common Stock is listed on the NYSE American under the symbol “SRXH”. On June 4, 2026, the closing price of our Common Stock was$0.1300 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 discussion of therisks of investing in our securities in “Risk Factors”beginning on page 8 of this prospectus and any other risk factors contained in anyapplicable prospectus supplement and in the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities tobe issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is June 5, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): March 16, 2026 SRx Health Solutions, Inc.(Exact name of Registrant as Specified in its Charter) 801 US Highway 1North 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 intende